Execution Version


 


Exhibit 4.1


 


SENIOR NOTES INDENTURE


 


Dated as of July 29, 2020


 


Among


 


ADAPTHEALTH LLC


 


THE GUARANTORS LISTED ON THE SIGNATURE PAGES
HERETO


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.


as Trustee


 


6.125% SENIOR NOTES DUE 2028




 


 






     


     


    

 


TABLE OF CONTENTS


 


Page




	Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 
	Section 1.01   	Definitions	1
	Section 1.02   	Other Definitions	25
	Section 1.03   	Rules of Construction	26
	Section 1.04   	Trust Indenture Act	27
	Section 1.05   	Acts of Holders	27
	Section 1.06   	Limited Condition Transactions	29
	 	 	 
	Article 2 THE NOTES	29
	 	 	 
	Section 2.01   	Form and Dating; Terms	29
	Section 2.02   	Execution and Authentication	30
	Section 2.03   	Registrar and Paying Agent	30
	Section 2.04   	Paying Agent to Hold Money in Trust	31
	Section 2.05   	Holder Lists	31
	Section 2.06   	Transfer and Exchange	31
	Section 2.07   	Replacement Notes	32
	Section 2.08   	Outstanding Notes	32
	Section 2.09   	Treasury Notes	33
	Section 2.10   	Temporary Notes	33
	Section 2.11   	Cancellation	33
	Section 2.12   	Defaulted Interest	33
	Section 2.13   	CUSIP and ISIN Numbers	34
	 	 	 
	Article 3 REDEMPTION	34
	 	 	 
	Section 3.01   	Notices to Trustee	34
	Section 3.02   	Selection and Notice	34
	Section 3.03   	Notice of Redemption	34
	Section 3.04   	Effect of Notice of Redemption	35
	Section 3.05   	Deposit of Redemption or Purchase Price.	36
	Section 3.06   	Notes Redeemed or Purchased in Part.	36
	Section 3.07   	Optional Redemption.	36
	Section 3.08   	Mandatory Redemption	37
	 	 	 
	Article 4 COVENANTS	37
	 	 	 
	Section 4.01   	Payment of Notes	37
	Section 4.02   	Maintenance of Office or Agency	37
	Section 4.03   	Taxes	38
	Section 4.04   	Reports	38
	Section 4.05   	Compliance Certificate	41
	Section 4.06   	Stay, Extension and Usury Laws	41
	Section 4.07   	Restricted Payments	41
	Section 4.08   	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	45
	Section 4.09   	Incurrence of Indebtedness and Issuance of Disqualified Stock	47
	Section 4.10   	Asset Sales	50
	Section 4.11   	Transactions with Affiliates	53
	Section 4.12   	Liens	54



 






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Page


	Section 4.13   	Effectiveness of Covenants.	54
	Section 4.14   	Corporate Existence.	55
	Section 4.15   	Offer to Repurchase Upon a Change of Control.	55
	Section 4.16   	Designation of Restricted and Unrestricted Subsidiaries	56
	Section 4.17   	Additional Subsidiary Guarantees.	57
	Section 4.18   	Limitation on Activities of AdaptHealth Intermediate.	57
	 	 	 
	Article 5 SUCCESSORS	57
	 	 
	Section 5.01   	Merger, Consolidation or Sale of Assets	57
	Section 5.02   	Successor Entity Substituted.	58
	 	 	 
	Article 6 DEFAULTS AND REMEDIES	59
	 	 
	Section 6.01   	Events of Default	59
	Section 6.02   	Acceleration	60
	Section 6.03   	Other Remedies	60
	Section 6.04   	Waiver of Past Defaults	60
	Section 6.05   	Control by Majority	61
	Section 6.06   	Limitation on Suits	61
	Section 6.07   	Rights of Holders to Receive Payment	61
	Section 6.08   	Collection Suit by Trustee	61
	Section 6.09   	Restoration of Rights and Remedies	62
	Section 6.10   	Rights and Remedies Cumulative	62
	Section 6.11   	Delay or Omission Not Waiver	62
	Section 6.12   	Trustee May File Proofs of Claim	62
	Section 6.13   	Priorities	63
	Section 6.14   	Undertaking for Costs	63
	 	 	 
	Article 7 TRUSTEE	63
	 	 
	Section 7.01   	Duties of Trustee	63
	Section 7.02   	Rights of Trustee	64
	Section 7.03   	Individual Rights of Trustee	65
	Section 7.04   	Trustee’s Disclaimer	65
	Section 7.05   	Notice of Defaults	65
	Section 7.06   	Compensation and Indemnity	65
	Section 7.07   	Replacement of Trustee	66
	Section 7.08   	Successor Trustee by Merger, etc.	67
	Section 7.09   	Eligibility; Disqualification	67
	 	 	 
	

                                                                   Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	67
	 	 
	Section 8.01   	Option to Effect Legal Defeasance or Covenant Defeasance	67
	Section 8.02   	Legal Defeasance and Discharge	67
	Section 8.03   	Covenant Defeasance	68
	Section 8.04   	Conditions to Legal or Covenant Defeasance	68
	Section 8.05   	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	69
	Section 8.06   	Repayment to the Company	70
	Section 8.07   	Reinstatement	70
	 	 	 
	Article 9 AMENDMENT, SUPPLEMENT AND WAIVER	70
	 	 
	Section 9.01   	Without Consent of Holders	70



 






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Page


	Section 9.02   	With Consent of Holders	71
	Section 9.03   	[Reserved]	72
	Section 9.04   	Revocation and Effect of Consents	72
	Section 9.05   	Notation on or Exchange of Notes	72
	Section 9.06   	Trustee to Sign Amendments, etc.	72
	 	 	 
	Article 10 GUARANTEES	73
	 	 
	Section 10.01   	Guarantees.	73
	Section 10.02   	Limitation on Guarantor Liability	74
	Section 10.03   	Execution and Delivery	74
	Section 10.04   	Guarantors May Consolidate, etc., on Certain Terms.	74
	Section 10.05   	Releases	75
	 	 	 
	Article 11 SATISFACTION AND DISCHARGE	75
	 	 
	Section 11.01   	Satisfaction and Discharge	75
	Section 11.02   	Application of Trust Money	76
	 	 	 
	Article 12 MISCELLANEOUS	77
	 	 
	Section 12.01   	[Reserved]	77
	Section 12.02   	Notices	77
	Section 12.03   	[Reserved]	78
	Section 12.04   	Certificate and Opinion as to Conditions Precedent	78
	Section 12.05   	Statements Required in Certificate or Opinion	78
	Section 12.06   	Rules by Trustee and Agents	79
	Section 12.07   	No Personal Liability of Directors, Officers, Employees, Members, Partners and Stockholders	79
	Section 12.08   	Governing Law	79
	Section 12.09   	Waiver of Jury Trial	79
	Section 12.10   	Force Majeure	79
	Section 12.11   	No Adverse Interpretation of Other Agreements	79
	Section 12.12   	Successors	80
	Section 12.13   	Severability	80
	Section 12.14   	Counterpart Originals	80
	Section 12.15   	Table of Contents, Headings, etc.	80
	Section 12.16   	Facsimile and PDF Delivery of Signature Pages	80
	Section 12.17   	U.S.A. PATRIOT Act	80
	Section 12.18   	Payments Due on Non-Business Days	80


 






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	Appendix A	Provisions Relating to Initial Notes and Additional Notes
	 	 
	Exhibit A	Form of Note
	Exhibit B	Form of Institutional Accredited Investor Transferee Letter of Representation
	Exhibit C	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors


 






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INDENTURE, dated as of July 29, 2020, among
AdaptHealth LLC, a Delaware limited liability company (the “Company”), the Guarantors listed on the signature
pages hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.


 


W  I  T  N  E  S  S  E  T  H


 


WHEREAS, the Company has duly authorized the
creation of and issuance of $350,000,000 aggregate principal amount of 6.125% Senior Notes due 2028 (the “Initial Notes”);
and


 


WHEREAS, the Company and the Guarantors have
duly authorized the execution and delivery of this Indenture;


 


NOW, THEREFORE, the Company, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders.


 


Article 1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01              
Definitions.


 


“Acquired Debt” means,
with respect to any specified Person:


 


(1)               
Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such
other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and


 


(2)               
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.


 


“AdaptHealth Intermediate”
means AdaptHealth Intermediate Holdco LLC.


 


“Additional Assets” means
any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Permitted
Business.


 


“Additional Notes” means
additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01
and 4.09 of this Indenture (whether or not such Notes have the same CUSIP number or ISIN).


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through
the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative meanings. No Person in whom a Receivables
Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the
Company or any of its Subsidiaries solely by reason of such Investment.


 


“Agent” means any Registrar,
co-registrar, Paying Agent or additional paying agent.


 


“Applicable Premium” means,
with respect to any Note on any Make-Whole Redemption Date, the greater of (i) 1.0% of the then outstanding principal amount of
such Note and (ii) the excess of (A) the present value at such Make-Whole Redemption Date of (1) the redemption price of such Note
at August 1, 2023 (such redemption price being set forth in the table appearing in Section 3.07(b) of this Indenture), exclusive
of accrued interest, plus (2) all scheduled interest payments due on such Note from the Make-Whole Redemption Date through
August 1, 2023, computed using a discount rate equal to the Treasury Rate at such Make-Whole Redemption Date, plus 50 basis
points over (B) the then outstanding principal amount of such Note.


 






     


     


    

 


“Asset Sale” means:


 


(1)               
the sale, lease (other than operating leases), conveyance or other disposition of any assets or rights outside of
the ordinary course of business; provided that the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.15 and 5.01 of
this Indenture and not by Section 4.10 of this Indenture; and


 


(2)               
the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests
in any of its Restricted Subsidiaries whether effected pursuant to a Division or otherwise (other than directors’ qualifying
Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).


 


Notwithstanding the preceding, none of the
following items will be deemed to be an Asset Sale:


 


(1)               
any single transaction or series of related transactions that involves assets having a Fair Market Value of less
than $10.0 million;


 


(2)               
a transfer of assets between or among the Company and its Restricted Subsidiaries;


 


(3)               
an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary
of the Company;


 


(4)               
the sale or lease of products, services or accounts receivable (including at a discount) in the ordinary course of
business and any sale or other disposition of damaged, worn-out, negligible, surplus or obsolete assets in the ordinary course
of business;


 


(5)               
the sale or other disposition of Cash Equivalents;


 


(6)               
a Restricted Payment that does not violate Section 4.07 of this Indenture or is a Permitted Investment;


 


(7)               
a sale and leaseback transaction with respect to any assets within 180 days of the acquisition of such assets;


 


(8)               
any exchange of like-kind property of the type described in Section 1031 of the Internal Revenue Code of 1986, as
amended, for use in a Permitted Business;


 


(9)               
the sale or disposition of any assets or property received as a result of a foreclosure by the Company or any of
its Restricted Subsidiaries on any secured Investment or any other transfer of title with respect to any secured Investment in
default;


 


(10)             
the licensing of intellectual property in the ordinary course of business or in accordance with industry practice;


 


(11)             
the sale, lease, conveyance, disposition or other transfer of the Equity Interests of, or any Investment in, any
Unrestricted Subsidiary;


 


(12)             
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims
of any kind;


 


(13)             
leases or subleases to third persons in the ordinary course of business that do not interfere in any material respect
with the business of the Company or any of its Restricted Subsidiaries;


 






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(14)            
sales of accounts receivable and related assets of the type specified in the definition of Qualified Receivables
Transaction to a Receivables Subsidiary for the Fair Market Value thereof, less amounts required to be established as reserves
and customary discounts pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as
part of a Qualified Receivables Transaction;


 


(15)            
transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables
Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;


 


(16)            
dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain
or by condemnation or similar proceeding of, any property or asset of the Company or any Restricted Subsidiary; and


 


(17)            
the sale of Equity Interests in joint ventures to the extent required by or made pursuant to, customary buy/sell
arrangements entered into in the ordinary course of business between the joint venture parties and sent forth in joint venture
agreements.


 


“Attributable Indebtedness”
means, on any date, in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear
as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Bankruptcy Law” means
Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.


 


“Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion
or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.


 


“Board of Directors” means:


 


(1)               
with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized
to act on behalf of such board;


 


(2)               
with respect to a partnership, the Board of Directors of the general partner of the partnership;


 


(3)               
with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and


 


(4)               
with respect to any other Person, the board or committee of such Person serving a similar function.


 


“Business Day” means
each day that is not a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the
State of New York or the place of payment.


 


“Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall
be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease
may be prepaid by the lessee without payment of a penalty.


 


“Capital Stock” means:


 


(1)               
in the case of a corporation, corporate stock;


 






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(2)               
in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;


 


(3)               
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or
membership interests; and


 


(4)                
any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.


 


“Captive Insurance Subsidiary”
means a Subsidiary established by the Company or any of its Subsidiaries for the sole purpose of insuring the business, facilities
and/or employees of the Company and its Subsidiaries.


 


“Cash Equivalents” means:


 


(1)               
U.S. dollars or, in the case of any Restricted Subsidiary that is a Foreign Subsidiary, any other currencies held
from time to time in the ordinary course of business;


 


(2)               
securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
of the U.S. government (provided that the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than 12 months from the date of acquisition;


 


(3)               
direct obligations issued by any state of the United States of America or any political subdivision of any such state,
or any public instrumentality thereof, in each case having maturities of not more than 12 months from the date of acquisition;


 


(4)               
certificates of deposit and eurodollar time deposits with maturities of 12 months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party
to the Credit Agreement or with any domestic commercial bank that has capital and surplus of not less than $500.0 million;


 


(5)                
repurchase obligations with a term of not more than one year for underlying securities of the types described in
clauses (2) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;


 


(6)               
commercial paper having one of the two highest ratings obtainable from Moody’s, S&P or Fitch and, in each
case, maturing within 12 months after the date of acquisition;


 


(7)               
Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2”
or higher from Moody’s (or an equivalent rating by Fitch) with maturities of 12 months or less from the date of acquisition;


 


(8)               
money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses
(1) through (6) of this definition; and


 


(9)               
solely with respect to any Restricted Subsidiary, which is not a Subsidiary that was formed under the laws of the
United States or any state of the United States or the District of Columbia, investments of comparable tenor and credit quality
to those described in the foregoing clauses (2) through (8) customarily utilized in countries in which such Subsidiary operates
for short-term cash management purposes.


 


“Change of Control” means
the occurrence of any of the following:


 






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(1)               
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act);


 


(2)               
the adoption of a plan relating to the liquidation or dissolution of any Parent Company or the Company;


 


(3)               
the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which
is that any “person” (as defined above), other than a Permitted Parent or a Permitted Holder, becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of any Parent Company or the Company, measured by voting power
rather than number of shares; provided, however, for purposes of this clause (3), each Person will be deemed to beneficially
own any Voting Stock of another Person held by one or more of its Subsidiaries;


 


(4)               
there is any transaction or series of transactions, including the election or appointment of a successor or additional
Managing Member or Managing Members, that results in a Person, other than a Permitted Parent or a Permitted Holder, beneficially
owning, directly or indirectly, more than 50% of the aggregate voting power of the Voting Stock of the Managing Member; or


 


(5)               
the merger or consolidation of any Parent Company or the Company with or into another Person or the merger of another
Person with or into any Parent Company or the Company or the merger of any Person with or into a Subsidiary of the Company, unless
the holders of a majority of the aggregate voting power of the Voting Stock of such Parent Company or the Company, as applicable,
immediately prior to such transaction, hold securities of the surviving or transferee Person (or in the case of any merger of any
Person with or into a Subsidiary of the Company, hold securities of the Company) that represent, immediately after such transaction,
at least a majority of the aggregate voting power of the Voting Stock of the surviving or transferee Person (or in the case of
any merger of any Person with or into a Subsidiary of the Company, at least a majority of the aggregate voting power of the Voting
Stock of the Company).


 


“Consolidated Adjusted EBITDA”
means, with respect to any specified Person for any period (the “Measurement Period”), the Consolidated
Net Income of such Person for such period plus, without duplication and to the extent deducted (and not added back or excluded)
in determining such Consolidated Net Income, the amounts for such period of:


 


(1)               
the Fixed Charges of such Person and its Restricted Subsidiaries for the Measurement Period; plus


 


(2)               
the consolidated income tax expense of such Person and its Restricted Subsidiaries for the Measurement Period; plus


 


(3)               
the consolidated depreciation expense of such Person and its Restricted Subsidiaries for the Measurement Period;
plus


 


(4)               
the consolidated amortization expense of such Person and its Restricted Subsidiaries for the Measurement Period;
plus


 


(5)               
other non-cash expenses, charges or losses for the Measurement Period (but excluding (A) any non-cash charge, expense
or loss in respect of amortization of a prepaid cash item that was included in Consolidated Net Income in a prior period and (B)
any non-cash charge, expense or loss that relates to the write-down or write-off of inventory or accounts receivable); provided
that if any non-cash charges, expenses or losses referred to in this clause (5) represents an accrual or reserve for potential
cash items in any future period, (x) the Company may elect not to add back such non-cash charge, expense or loss in the current
period and (y) to the extent the Company elects to add back such non-cash charge, expense or loss, the cash payment in respect
thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA in such future period to such extent paid;
plus


 






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(6)               
any non-recurring out-of-pocket expenses or charges for the Measurement Period (including, without limitation, any
premiums, make-whole or penalty payments) relating to any offering of Equity Interests by the Company or any Parent Company or
merger, recapitalization or acquisition transactions made by the Company or any of its Restricted Subsidiaries, or any Indebtedness
incurred or repaid by the Company or any of its Restricted Subsidiaries (in each case, whether or not successful); plus


 


(7)               
all fees paid by the Company pursuant to clauses (7) and (11) of Section 4.11(b) of this Indenture; plus


 


(8)               
Consolidated Net Income attributable to non-controlling interests of a Restricted Subsidiary (less the amount of
any mandatory cash distribution with respect to any non-controlling interest other than in connection with a proportionate discretionary
cash distribution with respect to the interest held by the Company or any Restricted Subsidiary); plus


 


(9)               
any losses realized upon the disposition of assets outside the ordinary course of business (including any loss realized
upon the disposition of any Equity Interests of any Person) and any losses on disposed, abandoned, and discontinued operations
(including in connection with any disposal thereof) and any accretion or accrual of discounted liabilities; plus


 


(10)            
other cash expenses incurred during such period in connection with Permitted Investments made pursuant to clause
(3) of the definition thereof to the extent that such expenses are reimbursed in cash during such period pursuant to indemnification
provisions of any agreement relating to such transaction; plus


 


(11)            
any non-recurring fees, cash charges and other cash expenses incurred in connection with the issuance of Equity Interests
or Indebtedness or the extinguishment of Indebtedness; plus


 


(12)            
any non-cash costs or expenses, incurred pursuant to any management equity plan, stock option plan or any other management
or employee benefit plan or agreement or any stock subscription or shareholder agreement; plus


 


(13)            
changes in earn-out and contingent consideration obligations (including to the extent accounted for as bonuses, compensation
or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with any acquisitions; plus


 


(14)            
costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings
initiatives and operating expense reductions, restructuring and similar charges, severance, relocation costs, integration and facilities
opening costs and other business optimization expenses, signing costs, retention or completion bonuses, transition costs, costs
related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit
plans (including any settlement of pension liabilities) in an aggregate amount not to exceed 20% (when taken together with amounts
added under clause (15) below) of Consolidated Adjusted EBITDA in such Measurement Period; plus


 


(15)            
pro forma “run rate” cost savings, operating expense reductions and synergies (including post-acquisition
price or administration fee increases) related to acquisitions, dispositions and other specified transactions (including, for the
avoidance of doubt, acquisitions occurring prior to the Issue Date), restructurings, cost savings initiatives and other initiatives
that are reasonably identifiable, factually supportable and projected by the Company in good faith to result from actions that
have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination
of the Company) within 18 months after such acquisition, disposition or other specified transaction, restructuring, cost savings
initiative or other initiative in an aggregate amount not to exceed 20% (when taken together with amounts under clause (14) above)
of Consolidated Adjusted EBITDA in such Measurement Period; plus


 






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(16)            
any loss (after any offset) resulting from currency transaction or translation losses and any losses related to currency
remeasurements of Indebtedness (including intercompany Indebtedness and foreign currency hedges for currency exchange risk); plus


 


(17)            
charges, losses or expenses, to the extent indemnified or insured or reimbursed by a third party to the extent such
indemnification, insurance or reimbursement is received in cash or reasonably be expected to be paid within 365 days after the
incurrence of such charge, loss or expense to the extent not accrued; minus


 


(18)            
any gains realized upon the disposition of assets outside the ordinary course of business (including any gain realized
upon the disposition of any Equity Interests of any Person) and any gains on disposed, abandoned, and discontinued operations (including
in connection with any disposal thereof) and any accretion or accrual of discounted liabilities; minus


 


(19)            
any gain (after any offset) resulting from currency transaction or translation gains and any gains related to currency
remeasurements of Indebtedness (including intercompany Indebtedness and foreign currency hedges for currency exchange risk); minus


 


(20)            
without duplication, the consolidated income tax benefit of such Person and its Restricted Subsidiaries for the Measurement
Period; minus


 


(21)            
without duplication, other non-cash items (other than the accrual of revenue in accordance with GAAP consistently
applied in the ordinary course of business) increasing Consolidated Net Income for the Measurement Period (excluding any such non-cash
item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period); and


 


(22)            
without duplication, plus unrealized losses and minus unrealized gains in each case in respect of agreements
governing Hedging Obligations, as determined in accordance with GAAP.


 


“Consolidated Net Income”
means, with respect to any specified Person for any period, the aggregate of the Net Income attributable to such specified
Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided
that:


 


(1)               
the Net Income (but not loss, to the extent that such loss has been funded with cash by the Company or a Restricted
Subsidiary) of any other Person that is not a Restricted Subsidiary of such specified Person or that is accounted for by the equity
method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in Cash Equivalents
(or to the extent subsequently converted into Cash Equivalents) to the specified Person or a Restricted Subsidiary of the specified
Person, in respect of such period;


 


(2)               
solely for purposes of Section 4.07(b)(3)(A) of this Indenture, the Net Income of any Restricted Subsidiary of such
specified Person will be excluded to the extent that the declaration or payment of dividends or other distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; provided that
the Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that
are actually paid in cash to (or to the extent converted into cash by) such Person or a Restricted Subsidiary thereof (subject
to provisions of this clause (2)) during such period, to the extent not previously included therein;


 


(3)               
the cumulative effect of a change in accounting principles will be excluded;


 


(4)               
any gains or losses (less all fees, expenses and charges relating thereto) attributable to any sale of assets outside
the ordinary course of business, the disposition of any Equity Interests of any Person or any of its Restricted Subsidiaries, or
the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, other than in the ordinary
course of business, will be excluded;


 






    -7-


     


    

 


(5)               
any extraordinary, unusual or non-recurring gain or loss, together with any related provision for taxes on such extraordinary,
unusual or non-recurring gain or loss will be excluded;


 


(6)               
income or losses attributable to discontinued operations (including, without limitation, operations disposed during
such period whether or not such operations were classified as discontinued) will be excluded; and


 


(7)               
any non-cash charges (i) attributable to applying the purchase method of accounting in accordance with GAAP, (ii)
resulting from the application of Accounting Standards Codification (“ASC”) Topic 350 or ASC Topic 360, and
(iii) relating to the amortization of intangibles resulting from the application of ASC Topic 805, will be excluded.


 


“Corporate Trust Office of the
Trustee” shall be at the address of the Trustee specified in Section 12.02 of this Indenture or such other address as
to which the Trustee may give notice to the Company.


 


“Credit Agreement” means
that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of March 20, 2019, by and among the Company, the
guarantors named therein, CIT Finance LLC as administrative agent, and the lenders party thereto, including any related notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced by any other Indebtedness
(including by means of sales of debt securities and including any amendment, restatement, modification, renewal, refunding, replacement
or refinancing that increases the amount borrowed thereunder or extends the maturity thereof) in whole or in part from time to
time.


 


“Debt Facilities” means
one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities with banks or
other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale
of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters
of credit or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part
from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent
or agents, other lenders or trustee and whether provided under the original Credit Agreement or any other credit or other agreement
or indenture).


 


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive Note” means
a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted
by applicable law) that does not include the Global Notes Legend.


 


“Depositary” means,
with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 of this Indenture
as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.


 


“Designated Noncash Consideration”
means any non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is
designated as Designated Noncash Consideration pursuant to an Officers’ Certificate.


 


“Disqualified Stock” means
any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,
in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock,
in whole or in part, on or prior to the date that is 90 days after the date on which the Notes mature. Notwithstanding the preceding
sentence, (x) any Capital Stock that would constitute Disqualified Stock solely because the Holders of the Capital Stock have the
right to require the Company or the Subsidiary that issued such Capital Stock to repurchase such Capital Stock upon the occurrence
of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase such Capital Stock unless the Company would be permitted to do so in compliance with Section 4.07
of this Indenture, (y) any Capital Stock that would constitute Disqualified Stock solely as a result of any redemption feature
that is conditioned upon, and subject to, compliance with Section 4.07 of this Indenture shall not constitute Disqualified Stock
and (z) any Capital Stock issued to any plan for the benefit of employees will not constitute Disqualified Stock solely because
it may be required to be repurchased by the Company or the Subsidiary that issued such Capital Stock in order to satisfy applicable
statutory or regulatory obligations. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this
Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity
of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.


 






    -8-


     


    

 


“Division” means the
division or allocation of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among
two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include
the Dividing Person and pursuant to which the Dividing Person may or may not survive.


 


“Domestic Subsidiary” means
any Restricted Subsidiary that was formed under the laws of the United States or any state of the United States or the District
of Columbia.


 


“DTC” means The Depository
Trust Company.


 


“Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Equity Offering” means
a public or private offering of Qualified Capital Stock of the Company or any Parent Company the net proceeds of which are contributed
to the Company.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Excluded Contributions”
means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from (i) contributions to its
equity capital (other than Disqualified Stock) or (ii) the sale (other than to a Subsidiary of the Company or to any management
equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Equity Interests
(other than Disqualified Stock) of the Company, in each case designated as Excluded Contributions pursuant to an Officers’
Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, that
are excluded from the calculation set forth in Section 4.07(b)(3) of this Indenture.


 


“Existing Indebtedness” means
Indebtedness (including the Preferred Notes), other than Indebtedness under the Credit Agreement, existing on the Issue Date.


 


“Fair Market Value” means
the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity
of either party, determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the
Company (unless otherwise provided in this Indenture).


 


“Fitch” shall mean Fitch,
Inc., and its successors.


 


“Fixed Charge Coverage Ratio”
means with respect to any specified Person for any period, the ratio of the Consolidated Adjusted EBITDA of such Person for
such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other
than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to
the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which
the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then
the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment,
repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred
stock or Disqualified Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable
four-quarter reference period.


 






    -9-


     


    

 


In addition, for purposes of calculating
the Fixed Charge Coverage Ratio:


 


(1)               
Investments, acquisitions, mergers, consolidations and dispositions that have been made by the specified Person or
any of its Restricted Subsidiaries, or any Person or any of its Restricted Subsidiaries acquired by, merged or consolidated with
the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases
in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on
or prior to the Calculation Date will be given pro forma effect, including giving effect to Pro Forma Cost Savings, as if they
had occurred on the first day of the four-quarter reference period;


 


(2)               
the Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;


 


(3)               
the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations
or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent
that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date;


 


(4)               
any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary
at all times during such four-quarter period;


 


(5)               
any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted
Subsidiary at any time during such four-quarter period; and


 


(6)               
if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated
as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness).


 


For purposes of this definition, whenever pro forma effect is
given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer
of the Company. For purposes of determining whether any Indebtedness constituting a guarantee may be incurred, the interest on
the Indebtedness to be guaranteed shall be included in calculating the Fixed Charge Coverage Ratio on a pro forma basis. Interest
on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or
accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.
For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed
on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.
Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate,
a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if
none, then based upon such optional rate chosen as the Company may designate.


 


Notwithstanding anything to the contrary herein with respect
to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture under a restrictive
covenant that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage
Ratio test, any Secured Net Leverage Ratio test and any Total Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”)
substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of
this Indenture in the same restrictive covenant that requires compliance with any such financial ratio or test (any such amounts,
the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof)
shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection
with such substantially concurrent incurrence.


 






    -10-


     


    

 


“Fixed Charges” means,
with respect to any specified Person for any period, the sum, without duplication, of:


 


(1)               
the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, net of interest
income, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings,
and net of the effect of all cash payments made or received pursuant to Hedging Obligations in respect of interest rates, and excluding
amortization of deferred financing costs; plus


 


(2)               
any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent that such guarantee
or Lien is called upon; plus


 


(3)               
the product of (A) all cash dividends paid on any series of preferred stock of such Person or any of its Restricted
Subsidiaries (other than to the Company or a Restricted Subsidiary of the Company), in each case, determined on a consolidated
basis in accordance with GAAP multiplied by (B) a fraction, the numerator of which is one and the denominator of which is one minus
the then current combined federal, state and local statutory tax rate of the Company and its Restricted Subsidiaries expressed
as a decimal; plus


 


(4)               
any Receivables Fees; plus


 


(5)               
the amount of dividends paid by the Company and its Restricted Subsidiaries pursuant to Section 4.07(c)(12) of this
Indenture.


 


“Fixed GAAP Date” means
the Issue Date; provided that at any time after the Issue Date, the Company may by written notice to the Trustee elect to
change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date
for all periods beginning on and after the date specified in such notice.


 


“Fixed GAAP Terms” means
(a) the definitions of the terms “Consolidated Adjusted EBITDA,” “Fixed Charges,” “Fixed Charge Coverage
Ratio,” “Consolidated Net Income,” “Secured Net Leverage Ratio,” “Total Net Leverage Ratio,”
“Indebtedness,” “Secured Indebtedness,” and “Total Assets,” (b) all defined terms in this Indenture
to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing
definitions, and (c) any other term or provision of this Indenture or the Notes that, at the Company’s election, may be specified
by the Company by written notice to the Trustee from time to time; provided that the Company may elect to remove any term
from constituting a Fixed GAAP Term.


 


“Foreign Subsidiary” means
any Restricted Subsidiary that is not a Domestic Subsidiary.


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in
effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes
of this Indenture); provided, however, that lease liabilities and associated expenses recorded by the Company and
its Subsidiaries pursuant to ASU 2016-02, Leases, shall not be treated as Indebtedness and shall not be included in consolidated
interest expense or Fixed Charges, unless the lease liabilities would have been treated as Capital Lease Obligations under GAAP
as in effect prior to the adoption of ASU 2016-02, Leases (in which case such lease liabilities and associated expenses shall
be treated as Capital Lease Obligations, and the interest component of such Capital Lease Obligation shall be included in consolidated
interest expense and Fixed Charges).




 






    -11-


     


    

 


“Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof)
and the payment for which the United States pledges its full faith and credit.


 


“Guarantee” means a collective
reference or individual reference to the guarantee by AdaptHealth Intermediate and each Subsidiary Guarantor of the Company’s
obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.


 


“guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any
manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or
otherwise).


 


“Guarantor” or “Guarantors”
means the collective reference to AdaptHealth Intermediate and each Restricted Subsidiary of the Company that executes a Guarantee
in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Guarantee
of such Person has been released in accordance with the provisions of this Indenture.


 


“Hedging Obligations” means,
with respect to any specified Person, the obligations of such Person under:


 


(1)               
interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements
and interest rate collar agreements;


 


(2)               
other agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(3)               
other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates
or commodity prices.


 


“Holder” means a Person
in whose name a Note is registered on the Registrar’s books.


 


“Indebtedness” means,
with respect to any specified Person, the principal and premium (if any) of any indebtedness of such Person (excluding accrued
expenses and trade payables), whether or not contingent:


 


(1)               
in respect of borrowed money;


 


(2)               
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in
respect thereof) (other than letters of credit issued in respect of trade payables);


 


(3)               
in respect of banker’s acceptances;


 


(4)               
representing Capital Lease Obligations;


 


(5)               
representing the balance deferred and unpaid of the purchase price of any property or services due more than twelve
months after such property is acquired or such services are completed (except any such balance that constitutes a trade payable
or similar obligation to a trade creditor); or


 


(6)               
representing the net obligations under any Hedging Obligations, if and to the extent any of the preceding items (other
than letters of credit, and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared
in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien
on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.


 






    -12-


     


    

 


“Independent Assets or Operations”
means, with respect to any Parent Company, each of that Parent Company’s total assets, revenues, income from continuing
operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment
in the Company and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent financial statements
of such Parent Company, is, in each case, more than 2.0% of such Parent Company’s corresponding consolidated amount.


 


“Indenture” means this
Indenture, as amended or supplemented from time to time.


 


“Initial Notes” has the
meaning set forth in the recitals hereto.


 


“Interest Payment Date”
means February 1 and August 1 of each year to stated maturity of the Notes.


 


“Investment Grade Rating”
means a rating equal to or higher than:


 


(1)      Baa3 (or the equivalent) by Moody’s;


 


(2)       BBB-
(or the equivalent) by S&P; or


 


(3)       BBB-
(or the equivalent) by Fitch,


 


or, if either such entity ceases to rate
the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any other Rating
Agency.


 


“Investment Grade Rating Event”
means the first day on which (a) the Notes have an Investment Grade Rating from two Rating Agencies, (b) no Default with respect
to the Notes has occurred and is then continuing under this Indenture and (c) the Company has delivered to the Trustee an Officers’
Certificate certifying as to the satisfaction of the conditions set forth in clauses (a) and (b) of this definition.


 


“Investments” means,
with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms
of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel, relocation
and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are or would be classified
as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed
to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments
in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(d) of this Indenture.
The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person
will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the
Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section
4.07(d) of this Indenture.


 


“Issue Date” means July
29, 2020.


 


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 






    -13-


     


    

 


“Limited Condition Transaction”
means (i) any acquisition by one or more of the Company or its Restricted Subsidiaries of any assets, business or Person whose
consummation is not conditioned on the availability of, or on obtaining, third party financing, (ii) any Permitted Investment whose
consummation is not conditioned on the availability of, or on obtaining, third party financing and (iii) any redemption, repurchase,
defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption,
repurchase, defeasance, satisfaction and discharge or repayment.


 


“Managing Member” means
(a) AdaptHealth Holdings LLC (“AdaptHealth Holdings”), for so long as it is the managing member of the Company,
or (b) or any successor Person that becomes the managing member of the Company pursuant to the limited liability company agreement
of the Company, for so long as such Person is the managing member of the Company.


 


“Moody’s” means
Moody’s Investors Service, Inc., and its successors.


 


“Net Income” means, with
respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction
in respect of preferred stock dividends.


 


“Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale),
net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees,
payments made in order to obtain a necessary consent or required by applicable law, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, including taxes resulting from the
transfer of the proceeds of such Asset Sale to the Company, in each case, after taking into account:


 


(1)               
any available tax credits or deductions and any tax sharing arrangements;


 


(2)               
amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were
the subject of such Asset Sale;


 


(3)               
any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP;


 


(4)               
any reserve for adjustment in respect of any liabilities associated with the asset disposed of in such transaction
and retained by the Company or any Restricted Subsidiary after such sale or other disposition thereof;


 


(5)               
any distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures
as a result of such Asset Sale; and


 


(6)               
in the event that a Restricted Subsidiary consummates an Asset Sale and makes a pro rata payment of dividends to
all of its stockholders from any cash proceeds of such Asset Sale, the amount of dividends paid to any stockholder other than the
Company or any other Restricted Subsidiary; provided that any net proceeds of an Asset Sale by a Non-Guarantor Subsidiary
that are subject to restrictions on repatriation to the Company will not be considered Net Proceeds for so long as such proceeds
are subject to such restrictions.


 


“Non-Guarantor Subsidiaries”
means (x) any Unrestricted Subsidiary, (y) any Receivables Subsidiary and (z) any Subsidiary of the Company that does not guarantee
the Company’s Obligations under the Credit Agreement and does not guarantee any Indebtedness of the Company or a Subsidiary
Guarantor of $25.0 million or more. The Board of Directors of the Company may designate any Restricted Subsidiary as a Non-Guarantor
Subsidiary by filing with the Trustee a certified copy of a resolution of such Board of Directors giving effect to such designation
and an Officers’ Certificate certifying as to the applicable clause of the definition of Non-Guarantor Subsidiaries that
warrants such designation.


 






    -14-


     


    

 


“Notes” means any Notes
authenticated and delivered under this Indenture, including the Initial Notes, any Additional Notes that may be issued under a
supplemental indenture and Notes to be issued or authenticated upon transfer, replacement or exchange of Notes.


 


“Obligations” means any
principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar
proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim
under applicable state, federal or foreign law), other monetary obligations, penalties, fees, indemnifications, reimbursements
(including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities,
and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities,
payable under the documentation governing any Indebtedness.


 


“Offering Memorandum” means
the offering memorandum, dated July 15, 2020, relating to the sale of the Initial Notes.


 


“Officer” means the Chairman
of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President
or Vice President, the Treasurer or the Secretary of the Company. “Officer” of any Parent Company or any Guarantor
has a correlative meaning.


 


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two or more Officers of the Company, who must be the principal executive
officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements
set forth in this Indenture.


 


“Opinion of Counsel”
mean a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company or the Trustee.


 


“Parent” means AdaptHealth
Corp, a Delaware corporation, the indirect parent of the Company and the Guarantors, and not any of its subsidiaries.


 


“Parent Company” means
any Person that is or becomes after the Issue Date a direct or indirect parent (which may be organized as, among other things,
a partnership) of the Company.


 


“Permitted Business” means
(i) any business engaged in by the Company or any of its Restricted Subsidiaries on the Issue Date, and (ii) any healthcare business
or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development
or expansion of, the businesses in which the Company and its Restricted Subsidiaries were engaged on the Issue Date.


 


“Permitted Holders” means
any of Deerfield Partners, L.P, OEP AHCO Investment Holdings, LLC, Quadrant Management, Inc., Everest Trust, Still Water Nevada
Trusts and Luke McGee and any of their respective Affiliates and funds or partnerships managed or advised by any of them or any
of their respective Affiliates, but not including, however, any portfolio company of any of the foregoing, and any group (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the Persons
described above are members; provided that, in the case of such group and without giving effect to the existence of such
group or any other group, the Persons described above are beneficial owners of at least 50.0% of the total voting power of the
Voting Stock of the Company or any Parent Company held by such group.


 


“Permitted Investments” means:


 


(1)               
any Investment in the Company or in a Restricted Subsidiary of the Company;


 


(2)               
any Investment in Cash Equivalents;


 


(3)               
any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:


 






    -15-


     


    

 


(a)               
such Person becomes a Restricted Subsidiary of the Company (including by means of a Division); or


 


(b)               
such Person, in one transaction or a series of transactions, is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets or assets constituting a business unit, a division or line of business
of such Person or a facility of such Person to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;


 


(4)               
any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant
to and in compliance with Section 4.10 of this Indenture;


 


(5)               
any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company
or any Parent Company;


 


(6)               
any Investments received in compromise, settlement or resolution of (A) obligations of trade debtors or customers
that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant
to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade debtor or customer, (B) litigation,
arbitration or other disputes with Persons who are not Affiliates or (C) as a result of a foreclosure by the Company or any Restricted
Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;


 


(7)               
Investments represented by Hedging Obligations entered into to protect against fluctuations in interest rates, exchange
rates and commodity prices;


 


(8)               
any Investment in payroll, travel and similar advances to cover matters that are expected at the time of such advances
ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;


 


(9)               
Investments in receivables or other trade payables owing to the Company or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary
deems reasonable under the circumstances;


 


(10)            
Investments in (x) prepaid expenses and negotiable instruments held for collection and (y) lease, utility and workers
compensation, unemployment insurance, other social security benefits or other insurance-related obligations (including, but not
limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto), performance, progress,
and similar deposits entered into as a result of the operations of the business in the ordinary course of business;


 


(11)            
obligations of one or more officers or other employees of the Company or any of its Restricted Subsidiaries in connection
with such officer’s or employee’s acquisition of shares of Capital Stock of the Company or Capital Stock of any Parent
Company so long as no cash or other assets are paid by the Company or any of its Restricted Subsidiaries to such officers or employees
in connection with the acquisition of any such obligations;


 


(12)            
loans or advances to and guarantees provided for the benefit of employees and other individual service providers
in each case made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Company or
any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;


 


(13)            
Investments existing as on the Issue Date or an Investment consisting of any extension, modification or renewal of
any Investment existing as of the Issue Date (excluding any such extension, modification or renewal involving additional advances,
contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion
of interest or original issue discount or payment-in-kind pursuant to the terms, as of the Issue Date, of the original Investment
so extended, modified or renewed);


 






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(14)            
repurchases of the Notes;


 


(15)            
other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment
was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant
to this clause (15) that are at the time outstanding not to exceed the greater of (a) $100.0 million and (b) 9.0% of Total Assets
outstanding at any time; provided, however, that if any Investment pursuant to this clause (15) is made in any Person that
is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted
Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1)
above and shall cease to have been made pursuant to this clause (15) for so long as such Person continues to be a Restricted Subsidiary
(it being understood that if such Person thereafter ceases to be a Restricted Subsidiary of the Company, such Investment will again
be deemed to have been made pursuant to this clause (15));


 


(16)            
the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests
of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any
other Investment by the Company or a Subsidiary of the Company in a Receivables Subsidiary or any Investment by a Receivables Subsidiary
in any other Person in connection with a Qualified Receivables Transaction customary for such transactions;


 


(17)            
Investments, loans and advances to any Captive Insurance Subsidiary in an amount equal to (i) the capital required
under the applicable laws or regulations of the jurisdiction in which such Captive Insurance Subsidiary is formed or determined
by independent actuaries as prudent and necessary capital to operate such Captive Insurance Subsidiary plus (ii) any reasonable
general corporate and overhead expenses of such Captive Insurance Subsidiary;


 


(18)            
guarantees of Indebtedness of the Company or a Restricted Subsidiary permitted under Section 4.09 of this Indenture
and performance guarantees in the ordinary course of business;


 


(19)            
Investments in an Unrestricted Subsidiary in an aggregate amount, taken together with all other Investments made
pursuant to this clause (19) that are at that time outstanding not to exceed the greater of (a) $30.0 million and (b) 2.5% of Total
Assets (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes
in value); and


 


(20)            
additional Investments; provided that (x) no Default or Event of Default has occurred and is continuing or
would result therefrom and (y) immediately after giving effect to such Investment on a pro forma basis, the Total Net Leverage
Ratio does not exceed 3.00 to 1.00.


 


“Permitted Liens” means:


 


(1)               
Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness in an amount not to exceed
the maximum amount of Indebtedness permitted by Section 4.09(b)(1) of this Indenture;


 


(2)               
Liens in favor of the Company or the Guarantors;


 


(3)               
Liens on property or assets of a Person existing at the time such Person is merged with or into, consolidated with
or acquired by the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior
to the contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person
merged into, consolidated with or acquired by the Company or such Restricted Subsidiary;


 






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(4)               
Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or
any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to such acquisition and not incurred
in contemplation of such acquisition;


 


(5)               
Liens (including deposits and pledges) to secure the performance of public or statutory obligations, progress payments,
surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;


 


(6)               
Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) of this Indenture
and any Permitted Refinancing Indebtedness in respect thereof, in each case, covering only the assets acquired, constructed or
improved with, financed or re-financed by such Indebtedness;


 


(7)               
Liens existing on the Issue Date (other than Liens described in clause (1) above), plus renewals and extensions
of such Liens;


 


(8)               
Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested
in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other
appropriate provision as is required in conformity with GAAP has been made therefor;


 


(9)               
Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen’s, laborers’,
employees’, suppliers’ and mechanics’ Liens, in each case, incurred in the ordinary course of business;


 


(10)            
survey exceptions, title defects, encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions
as to the use of real property that do not materially interfere with the ordinary conduct of the business of the Company and its
Restricted Subsidiaries, taken as a whole;


 


(11)            
Liens created for the benefit of (or to secure) the Notes (or the Subsidiary Guarantees);


 


(12)            
Liens to secure any Permitted Refinancing Indebtedness in respect of Indebtedness secured by Liens permitted by clause
(3), (4), (7) or (12) of this definition; provided, however, that:


 


(a)               
the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to,
such property or proceeds or distributions thereof); and


 


(b)               
the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding
principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay
any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;


 


(13)            
other Liens with respect to obligations that do not exceed the greater of (a) $90.0 million and (b) 7.5% of Total
Assets at any one time outstanding;


 


(14)            
Liens incurred in connection with a Qualified Receivables Transaction (which, in the case of the Company and its
Restricted Subsidiaries (other than Receivables Subsidiaries) shall be limited to receivables and related assets referred to in
the definition of Qualified Receivables Transaction);


 


(15)            
security for the payment of workers’ compensation, unemployment insurance, other social security benefits
or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts
and premiums and adjustments thereto) entered into in the ordinary course of business;




 






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(16)            
deposits or pledges in connection with bids, tenders, leases and contracts (other than contracts for the payment
of money) entered into in the ordinary course of business;


 


(17)            
zoning restrictions, easements, licenses, reservations, provisions, encroachments, encumbrances, protrusion permits,
servitudes, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect
to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and
arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), in each case,
not materially interfering with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a
whole;


 


(18)            
leases, subleases, licenses or sublicenses to third parties not interfering in any material respect with the business
of the Company or any Restricted Subsidiary;


 


(19)            
Liens securing Hedging Obligations incurred pursuant to Section 4.09(b)(8) of this Indenture;


 


(20)            
Liens arising out of judgments, decrees, orders or awards in respect of which the Company shall in good faith be
prosecuting an appeal or proceedings for review which appeal or proceedings shall not have been finally terminated, or if the period
within which such appeal or proceedings may be initiated shall not have expired;


 


(21)            
Liens on the Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligation of such
Unrestricted Subsidiary;


 


(22)            
Liens on the assets of Non-Guarantor Subsidiaries securing Indebtedness incurred pursuant to Section 4(b)(13) of
this Indenture;


 


(23)            
Liens arising from filing Uniform Commercial Code financing statements regarding leases or precautionary Uniform
Commercial Code financings statements or similar filings;


 


(24)            
Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course
of collection and (ii) in favor of banking institution encumbering deposits (including the right of set-off) and which are within
the general parameters customary in the banking industry;


 


(25)            
Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage
accounts incurred in the ordinary course of business and not for speculative purposes;


 


(26)            
Liens arising out of permitted sale and leaseback transactions;


 


(27)            
Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement
program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs;


 


(28)            
Liens solely on any cash earnest money deposits made by the Company or any Restricted Subsidiary with any letter
of intent or purchase agreement permitted by the terms of this Indenture; and


 


(29)            
Liens deemed to exist by reason of (x) any encumbrance or restriction (including put and call arrangements) with
respect to the Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement
or (y) any encumbrance or restriction imposed under any contract for the sale by the Company or any of its Restricted Subsidiaries
of the Equity Interests of any Restricted Subsidiary, or any business unit or division of the business or any Restricted Subsidiary
permitted by the terms of this Indenture; provided that in each case such Liens shall extend only to the relevant Equity
Interests.


 






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“Permitted Parent” means
any Parent Company that beneficially owns, together with any other Permitted Parent, 100% of the Capital Stock of the Company;
provided that the ultimate beneficial ownership of the Company has not been modified, solely by virtue of the transaction
by which such Parent Company became the beneficial owner of 100% of the Capital Stock of the Company and such Parent Company owns
no assets other than Cash Equivalents and the Capital Stock of the Company or any other Permitted Parent.


 


“Permitted Payments to Parent”
means:


 


(1)               
payments, directly or indirectly, to any Parent Company in an amount necessary to allow any Parent Company to pay
the taxes directly attributable to (or arising out of) the taxable income of the Company and/or its Subsidiaries; provided that
(A) the amount of any such payments pursuant to this clause (1) shall not exceed the amount of such taxes that the Company and/or
its Subsidiaries, as applicable, would have paid had the Company and/or its Subsidiaries, as applicable, been a stand-alone corporate
taxpayer (or a stand-alone corporate group) and (B) all payments made to any Parent Company pursuant to this clause (1) in respect
of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were, or will be within 60 days of
such payment, made by such Unrestricted Subsidiary to the Company or any of its Restricted Subsidiaries for such purpose;


 


(2)               
payments, directly or indirectly, to any Parent Company if the proceeds thereof are used to pay franchise taxes and
other fees required to maintain the corporate existence of such Parent Company, general corporate and overhead expenses (including
salaries and other compensation of employees) incurred in the ordinary course of the business of such Parent Company or used to
pay fees and expenses (other than to Affiliates) relating to any unsuccessful debt or equity financing or other financing transaction
or acquisition, disposition, other investment or similar transaction; and


 


(3)               
any payments or disbursements to or on behalf of any Parent Company in satisfaction of obligations due from such
Parent Company under the Tax Receivable Agreement.


 


“Permitted Refinancing Indebtedness”
means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness) or the Preferred Notes; provided that:


 


(1)               
the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed
the principal amount (or accreted value, if applicable) of the Indebtedness extended, renewed, refunded, refinanced, replaced,
defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, commissions, discounts
and expenses, including premiums, incurred in connection therewith);


 


(2)               
either (a) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness
being extended, renewed, refunded, refinanced, replaced, defeased or discharged or (b) all scheduled payments on or in respect
of such Permitted Refinancing Indebtedness (other than interest payments) shall be at least 91 days following the final scheduled
maturity of the Notes;


 


(3)               
if the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated
in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms
at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being extended, renewed,
refunded, refinanced, replaced, defeased or discharged; and


 






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(4)              
such Indebtedness (other than the Preferred Notes) is incurred:


 


(a)               
by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged;


 


(b)               
by any Guarantor if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged
is a Guarantor; or


 


(c)               
by any Non-Guarantor Subsidiary if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced,
defeased or discharged is a Non-Guarantor Subsidiary.


 


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.


 


“Preferred Notes” means,
collectively, the following (in each case as amended or supplemented or as refinanced or replaced in accordance with clause (1)
through (3) of the definition of “Permitted Refinancing Indebtedness”): (a) that certain Amended and Restated
Promissory Note dated as of March 20, 2019 issued by AdaptHealth Holdings to BMSB L.P. as purchaser, (b) that certain Amended and
Restated Promissory Note dated as of March 20, 2019 issued by AdaptHealth Holdings to BlueMountain Summit Opportunities Fund II
(US) L.P. as purchaser, (c) that certain Amended and Restated Promissory Note dated as of March 20, 2019 issued by AdaptHealth
Holdings to BlueMountain Fursan Fund L.P. as purchaser, (d) that certain Amended and Restated Promissory Note dated as of March
20, 2019 issued by AdaptHealth Holdings to BlueMountain Foinaven Master Fund L.P. as purchaser, (e) that certain Promissory Note
dated as of November 8, 2019 issued by AdaptHealth Holdings to BMSB L.P. as purchaser, (f) that certain Promissory Note dated as
of November 8, 2019 issued by AdaptHealth Holdings to BlueMountain Summit Opportunities Fund II (US) L.P. as purchaser, (g) that
certain Promissory Note dated as of November 8, 2019 issued by AdaptHealth Holdings to BlueMountain Fursan Fund L.P. as purchaser
and (h) that certain Promissory Note dated as of November 8, 2019 issued by AdaptHealth Holdings to BlueMountain Foinaven Master
Fund L.P. as purchaser.


 


“Pro Forma Cost Savings”
means, with respect to any period, cost savings, operating expense reductions and synergies that are reasonably identifiable
and projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps
have been taken or are expected to be taken (in the good faith determination of the Company) within 18 months after the relevant
investment, acquisition, consolidation, disposition, restructuring or cost savings initiative, as if all such cost savings, operating
expense reductions and synergies in costs had been effected as of the beginning of such period.


 


“Put/Call Agreement”
means the Put/Call Option and Consent Agreement, dated as of May 25, 2020 (as amended and/or supplemented), by and among Parent,
AdaptHealth Holdings, BlueMountain Foinaven Master Fund L.P., BMSB L.P., BlueMountain Fursan Fund L.P. and BlueMountain Summit
Opportunities Fund II (US) L.P.


 


“Qualified Capital Stock”
means any Capital Stock that is not Disqualified Stock.


 


“Qualified Proceeds” means
any of the following or any combination of the following:


 


(1)               
Cash Equivalents;


 


(2)               
the Fair Market Value of assets that are used or useful in the Permitted Business; and


 


(3)               
the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection
with the receipt by the Company or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary
or such Person is merged or consolidated into the Company or any Restricted Subsidiary;


 


provided that for purposes of Section 4.07(b)(3) of this
Indenture, Qualified Proceeds shall not include Excluded Contributions.


 






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“Qualified Receivables Transaction”
means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the
Company or any of its Subsidiaries sells, conveys or otherwise transfers, or grants a security interest, to:


 


(1)               
a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries, which transfer may
be effected through the Company or one or more of its Subsidiaries); and


 


(2)               
if applicable, any other Person (in the case of a transfer by a Receivables Subsidiary),


 


in each case, in any accounts receivable (including health care
insurance receivables), instruments, chattel paper, general intangibles and similar assets (whether existing as of the Issue Date
or arising thereafter, the “Receivables”) of the Company or any of its Subsidiaries, and any assets related
thereto, including, without limitation, all collateral securing such Receivables, all contracts, contract rights and all guarantees
or other obligations in respect of such Receivables, proceeds of such Receivables and any other assets, which are customarily transferred
or in respect of which security interests are customarily granted in connection with receivables financings and asset securitization
transactions of such type, together with any related transactions customarily entered into in a receivables financings and asset
securitizations, including servicing arrangements.


 


“Rating Agency” means
each of S&P, Moody’s or Fitch, or if (and only if) S&P, Moody’s, Fitch or any combination thereof shall not
make a rating on the Notes publicly available, a nationally recognized statistical rating organization or organizations, as the
case may be, selected by the Company, which shall be substituted for S&P, Moody’s or Fitch, or any combination thereof,
as the case may be.


 


“Receivables Fees” means
distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection
with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Receivables Transaction.


 


“Receivables Subsidiary”
means a Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable
and in businesses related or ancillary thereto and that is designated by the Board of Directors of the Company (as provided below)
as a Receivables Subsidiary,


 


(1)               
no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:


 


(a)               
is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees (other than in respect of the
principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in
the ordinary course of business in connection with a Qualified Receivables Transaction);


 


(b)               
is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to representations,
warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction; or


 


(c)               
subjects any property or asset of the Company or any Subsidiary of the Company (other than accounts receivable and
related assets as provided in the definition of Qualified Receivables Transaction), directly or indirectly, contingently or otherwise,
to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities customarily entered
into in connection with a Qualified Receivables Transaction;


 


(2)               
with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement
or understanding other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company, other than as may be customary in a Qualified Receivables Transaction
including for fees payable in the ordinary course of business in connection with servicing accounts receivable; and


 






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(3)               
with which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such
Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution
of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing conditions.


 


“Record Date” for the
interest payable on any applicable Interest Payment Date means January 15 or July 15 (whether or not a Business Day) immediately
preceding such Interest Payment Date.


 


“Replacement Preferred Stock”
means any Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to renew, refund, refinance, replace or discharge any Disqualified Stock of the Company or any of its Restricted
Subsidiaries (other than intercompany Disqualified Stock); provided that such Replacement Preferred Stock (i) is issued
by the Company or by the Restricted Subsidiary who is the Company of the Disqualified Stock being redeemed, refunded, refinanced,
replaced or discharged, and (ii) does not have an initial liquidation preference in excess of the liquidation preference plus
accrued and unpaid dividends on the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged.


 


“Responsible Officer,” when
used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of
the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by such officers and
also means, with respect to a particular corporate trust matter, any other officer of employee to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture.


 


“Restricted Investment” means
an Investment other than a Permitted Investment.


 


“Restricted Subsidiary” of
a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. For the avoidance of doubt, unless
specified otherwise, references to “Restricted Subsidiaries” shall be Restricted Subsidiaries of the Company.


 


“S&P” means S&P
Global Ratings, a business unit of S&P Global Inc., and any successor to its rating agency business.


 


“SEC” means the U.S.
Securities and Exchange Commission.


 


“Secured Indebtedness” at
any date shall mean the aggregate principal amount of Indebtedness outstanding at such date described in clause (a) of the definition
of “Total Net Leverage Ratio” that in each case is then secured by Liens on any property or assets of the Company or
any Restricted Subsidiary; provided that the Company may elect to treat Indebtedness under revolving credit commitments
as having been incurred at the time the related revolving credit commitment is established, in which case, Secured Indebtedness
shall have been deemed to have been incurred at the time such commitment is provided (and shall thereafter be deemed to be outstanding
in the amount of such commitment until such commitment is terminated) but not at the time of any drawing thereunder (or replacement
thereof to the extent such replacement or refinancing does not increase the amount of such commitment).


 


“Secured Net Leverage Ratio”
shall mean, on any date, the ratio of (a) Secured Indebtedness (minus the amount of unrestricted cash and Cash Equivalents
held, on such date, by the Company and the Restricted Subsidiaries on such date (the aggregate amount of such deduction shall not
exceed $75.0 million)) on such date to (b) Consolidated Adjusted EBITDA for the most recent period of four consecutive fiscal quarters
of the Company ended prior to such date for which internal financial statements are available, in the case of this clause (b),
with such adjustments to Consolidated Adjusted EBITDA for such period as are consistent with those set forth in the definition
of Fixed Charge Coverage Ratio.


 






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“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date. For purposes of determining
whether an Event of Default has occurred, if any group of Restricted Subsidiaries as to which a particular event has occurred and
is continuing at any time would be, taken as a whole, a “Significant Subsidiary” then such event shall be deemed to
have occurred with respect to a Significant Subsidiary.


 


“Stated Maturity” means,
with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest
or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date (or, if later, the
date such Indebtedness was originally incurred), and will not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary” means, with
respect to any specified Person:


 


(1)               
any corporation, association or other business entity of which more than 50% of the total voting power of shares
of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement
or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees
of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person
or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(2)               
any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


“Subsidiary Guarantee” means
the Guarantee by any Subsidiary Guarantor.


 


“Subsidiary Guarantor”
means any Guarantor that is a Restricted Subsidiary of the Company.


 


“Tax Receivable Agreement”
means the Tax Receivable Agreement, dated as of November 8, 2019 (as amended, restated and/or modified), by and among Parent,
AdaptHealth Holdings, and the other parties party thereto.


 


“Total Assets” means
the total consolidated assets of the Company and its Restricted Subsidiaries as set forth on the most recent consolidated balance
sheet of the Company and its Restricted Subsidiaries.


 


“Total Net Leverage Ratio”
shall mean, on any date, the ratio of (a) (x) Indebtedness of the Company and its Restricted Subsidiaries outstanding on such
date consisting of Indebtedness for borrowed money, Attributable Indebtedness, purchase money debt, unreimbursed amounts under
letters of credit (subject to the proviso below) and all guarantees of the foregoing, in each case (except in the case of guarantees)
in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP
(but excluding the effects of any discounting of Indebtedness resulting from the application of acquisition accounting in connection
with any acquisition constituting an Investment permitted under this Indenture) and (y) the Preferred Notes; minus the amount
of unrestricted cash and Cash Equivalents held, on such date, by the Company and the Restricted Subsidiaries on such date (the
aggregate amount of such deduction shall not exceed $75.0 million) to (b) Consolidated Adjusted EBITDA for the most recent period
of four consecutive fiscal quarters of the Company ended prior to such date for which internal financial statements are available,
in the case of this clause (b), with such adjustments to Consolidated Adjusted EBITDA for such period as are consistent with those
set forth in the definition of Fixed Charge Coverage Ratio.


 


“Treasury Rate” means,
as of any redemption date, as determined by the Company, the yield to maturity as of such redemption date of U.S. Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become
publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the period from the redemption date to August 1, 2023;
provided, however, that if the period from the redemption date to August 1, 2023 is less than one year, the average
yield of the most recent five Business Days on actually traded U.S. Treasury securities adjusted to a constant maturity of one
year will be used.


 






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“Trustee” means the party
named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.


 


“Unrestricted Subsidiary”
means (1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors of the Company in accordance with Section 4.16 of this Indenture and (2) any Subsidiary of an Unrestricted
Subsidiary.


 


“Voting Stock” of any
specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(1)               
the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by
(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment;
by


 


(2)               
the then outstanding principal amount of such Indebtedness.


 


“Wholly Owned Subsidiary”
of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interest
of which (other than directors’ qualifying shares) will at that time be owned by such Person or by one or more Wholly Owned
Subsidiaries of such person.


 


Section 1.02        
Other Definitions.


 


	Term	 	Defined in Section	 
	“AdaptHealth Holdings”	 	1.01 (Definition of “Managing Member”)	 
	“Affiliate Transaction”	 	4.11	 
	“ASC”	 	1.01 (Definition of “Consolidated Net Income”)	 
	“Asset Sale Offer”	 	4.10	 
	“Authentication Order”	 	2.02	 
	“Calculation Date”	 	1.01 (Definition of “Fixed Charge Coverage Ratio”)	 
	“Change of Control Offer”	 	4.15	 
	“Change of Control Payment”	 	4.15	 
	“Change of Control Payment Date”	 	4.15	 
	“Covenant Defeasance”	 	8.03	 
	“Dividing Person”	 	1.01 (Definition of “Division”)	 
	“Event of Default”	 	6.01	 
	“Excess Proceeds”	 	4.10	 
	“Expiration Date”	 	1.05	 
	“FATCA”	 	12.18	 
	“Fixed Amounts”	 	1.01 (Definition of “Fixed Charge Coverage Ratio”)	 
	“Guaranteed Obligations”	 	10.01	 
	“incur”	 	4.09	 
	“Incurrence Based Amounts”	 	1.01 (Definition of “Fixed Charge Coverage Ratio”)	 
	“LCT Election”	 	1.06	 
	“LCT Test Date”	 	1.06	 
	“Legal Defeasance”	 	8.02	 
	“Make-Whole Redemption Date”	 	3.07	 
	“Measurement Period”	 	1.01 (Definition of “Consolidated Adjusted EBITDA”)	 
	“Note Register”	 	2.03	 
	“Paying Agent”	 	2.03	 
	“PDF”	 	12.16	 
	“Payment Default”	 	6.01	 
	“Permitted Debt”	 	4.09	 
	“Qualified Reporting Subsidiary”	 	4.04	 
	“Receivables”	 	1.01 (Definition of “Qualified Receivables Transaction”)	 
	“Registrar”	 	2.03	 
	“Restricted Payments”	 	4.07	 
	“Reversion Date”	 	4.13	 
	“Subsequent Transaction”	 	1.06	 
	“Suspended Covenants”	 	4.13	 
	“Suspension Date”	 	4.13	 
	“Suspension Period”	 	4.13	 
	“Temporary Notes”	 	2.10	 



 






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Section 1.03        
Rules of Construction.


 


Unless the context otherwise requires:


 


(1)      
a term defined in Sections 1.01 or 1.02 of this Indenture shall have the meaning assigned to it herein;


 


(2)      
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)      
“or” is not exclusive;


 


(4)      
words in the singular include the plural, and words in the plural include the singular;


 


(5)      
provisions apply to successive events and transactions;


 


(6)      
unless the context otherwise requires, any reference to an “Appendix,” “Article,” “Section,”
“clause,” “Schedule” or “Exhibit” refers to an Appendix, Article, Section, clause, Schedule
or Exhibit, as the case may be, of this Indenture;


 


(7)      
the words “herein,” “hereof” and other words of similar import refer to this Indenture as
a whole and not any particular Article, Section, clause or other subdivision;


 


(8)      
“including” means “including without limitation”;


 


(9)      
references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the SEC from time to time;


 






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(10)   
unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments
and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not
prohibited by the terms of this Indenture; and


 


(11)   
in the event that a transaction meets the criteria of more than one category of permitted transactions or listed
exceptions, the Company may classify such transaction as it, in its sole discretion, determines.


 


Section 1.04        
Trust Indenture Act.


 


This Indenture is not qualified under, and,
does not incorporate or include any of the provisions of, the Trust Indenture Action of 1939, as amended.


 


Section 1.05        
Acts of Holders.


 


(a)                
Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where
it is hereby expressly required, to the Company and the Guarantors. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 of this Indenture) conclusive
in favor of the Trustee, the Company and the Guarantors, if made in the manner provided in this Section 1.05.


 


(b)               
The fact and date of the execution by any Person of any such instrument or writing may be proved (1) by the affidavit
of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments
of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof or (2) in
any other manner deemed reasonably sufficient by the Trustee. Where such execution is by a signer in a capacity other than an individual
capacity, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact
and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee and the Company deem sufficient.


 


(c)                
The ownership of Notes shall be proved by the Note Register.


 


(d)               
Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note
shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or
in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, the Company or the
Guarantors in reliance thereon, whether or not notation of such action is made upon such Note.


 


(e)                
The Company may set a record date for purposes of determining the identity of Holders entitled to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or
to vote on or consent to any action authorized or permitted to be taken by Holders; provided that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in clause (f) below. Unless otherwise specified, if not set by the Company prior to the first
solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote,
any such record date shall be the later of 30 days prior to the first solicitation of such consent or vote or the date of the most
recent list of Holders furnished to the Trustee prior to such solicitation or vote. If any record date is set pursuant to this
clause (e), the Holders on such record date, and only such Holders, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken
on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes, or each affected Holder, as
applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee
in writing and to each Holder in the manner set forth in Section 12.02 of this Indenture.


 






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(f)                 
The Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in the giving
or making of (1) any notice of default under Section 6.01 of this Indenture, (2) any declaration of acceleration referred
to in Section 6.02 of this Indenture, (3) any direction referred to in Section 6.05 of this Indenture or (4) any request to
pursue a remedy as permitted in Section 6.06 of this Indenture. If any record date is set pursuant to this paragraph, the
Holders on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes
or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company and to each Holder in the manner set forth in Section 12.02 of this Indenture.


 


(g)               
Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note
may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of
which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action
taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the
same effect as if given or taken by separate Holders of each such different part.


 


(h)               
Without limiting the generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global
Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is the
Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through
such Depositary’s standing instructions and customary practices.


 


(i)                 
The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests
in any Global Note held by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy
or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided
in this Indenture to be made, given or taken by Holders; provided that if such a record date is fixed, only the beneficial
owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial
owners remain beneficial owners of interests in such Global Note after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the
applicable Expiration Date.


 


(j)                 
With respect to any record date set pursuant to this Section 1.05, the party hereto that sets such record date may
designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier
or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given
to the other party hereto in writing, and to each Holder in the manner set forth in Section 12.02 of this Indenture, on or prior
to both the existing and the new Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant
to this Section 1.05, the party hereto which set such record date shall be deemed to have initially designated the 90th day after
such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in
this clause (j).


 






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Section 1.06        
Limited Condition Transactions.


 


This Indenture provides that, as it relates
to any action being taken solely in connection with a Limited Condition Transaction, for purposes of (i) determining compliance
with any provision of this Indenture which requires the calculation of any financial ratio or test, including the Secured Net Leverage
Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or (ii) testing availability under baskets set forth in this Indenture
(including baskets determined by reference to Total Assets), in each case, at the option of the Company (the Company’s election
to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of
determination of whether any such action is permitted under this Indenture shall be deemed to be the date the definitive agreements
for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma
effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any
incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the most recent period
of four consecutive fiscal quarters of the Company ended prior to such date for which internal financial statements are available
(except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test
or ratio, which shall in each case be treated as if they had occurred on the last day of such period)), the Company would have
been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test
or basket shall be deemed to have been complied with; provided that, if financial statements for one or more subsequent
fiscal periods shall have become available, the Company may elect, in its sole discretion, to redetermine all such ratios, tests
or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to
be the applicable LCT Test Date. For the avoidance of doubt, if the Company has made an LCT Election and any of the ratios, tests
or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as
a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Total
Assets of the Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant
transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of
such fluctuations. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation
of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments,
the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the
Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted
Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier
of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable
notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction,
for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio, test or basket
shall be required to be satisfied on a pro forma basis (i) assuming such Limited Condition Transaction and other transactions in
connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii)
assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness
and the use of proceeds thereof) have not been consummated.


 


Article 2



THE NOTES


 


Section 2.01        
Form and Dating; Terms.


 


(a)                
Provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this Indenture are set
forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee’s
certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in
and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules or agreements
with national securities exchanges to which the Company or any Guarantor is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


(b)               
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.


 


The terms and provisions contained in the
Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.


 






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The Notes shall be subject to repurchase by
the Company pursuant to an Asset Sale Offer as provided in Section 4.10 of this Indenture or a Change of Control Offer as provided
in Section 4.15 of this Indenture, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable, other
than as provided in Article 3.


 


Additional Notes ranking pari passu
with the Initial Notes may be created and issued from time to time by the Company without notice to or consent of the Holders and
shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption
or otherwise (other than issue date, issue price and, if applicable, the first Interest Payment Date and the first date from which
interest will accrue) as the Initial Notes; provided that if any Additional Notes are not fungible with the Initial Notes
for U.S. federal income tax purposes, such Additional Notes will be issued as a separate series under this Indenture and will have
a separate CUSIP number and ISIN from the Initial Notes; provided, further, that the Company’s ability to issue
Additional Notes shall be subject to the Company’s compliance with Section 4.09 of this Indenture. Any Additional Notes shall
be issued with the benefit of an indenture supplemental to this Indenture.


 


Section 2.02        
Execution and Authentication.


 


(a)                
At least one Officer shall execute the Notes on behalf of the Company by manual, electronic or facsimile signature.
If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless
be valid.


 


(b)               
A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until
authenticated substantially in the form of Exhibit A attached hereto by the manual or electronic signature of an authorized
signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under
this Indenture.


 


(c)                
The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating
agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company
or an Affiliate of the Company.


 


(d)               
The Trustee shall authenticate upon a written order of the Company signed by one Officer of the Company (an “Authentication
Order”) (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (ii) subject
to the terms of this Indenture, Additional Notes and (iii) any Unrestricted Global Notes issued in exchange for any of the foregoing
in accordance with this Indenture. Such Authentication Order shall specify the amount of the Notes to be authenticated, the date
on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or
Unrestricted Global Notes.


 


Section 2.03        
Registrar and Paying Agent.


 


(a)                
The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and at least one office or agency where Notes may be presented for payment (“Paying Agent”).
The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Company
may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes
any co-registrar, and the term “Paying Agent” includes any additional paying agent. The Company may change any
Paying Agent or Registrar without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent,
the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.


 






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(b)               
The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes.
The Company initially appoints the Trustee to act as Paying Agent and Registrar for the Notes and to act as custodian with respect
to the Global Notes.


 


Section 2.04        
Paying Agent to Hold Money in Trust.


 


The Company shall, no later than 11:00 a.m.
(New York City time) on each due date for the payment of principal, premium, if any, and interest on any of the Notes, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders entitled to the same, and
(unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or failure so to act. The
Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest
on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, a Paying Agent shall have no further liability
for the money. If the Company or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Company, the Trustee shall serve as Paying Agent for the Notes.


 


Section 2.05        
Holder Lists.


 


The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least two Business Days before each Interest Payment Date and
at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders.


 


Section 2.06        
Transfer and Exchange.


 


(a)                
The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration
of transfer and in compliance with Appendix A.


 


(b)               
To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate
Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 of this Indenture or
at the Registrar’s request.


 


(c)                
No service charge shall be imposed in connection with any registration of transfer or exchange (other than pursuant
to Section 2.07 of this Indenture), but the Holders shall be required to pay any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant
to Sections 2.10, 3.06, 4.10, 4.15 and 9.05 of this Indenture).


 


(d)               
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(e)                
Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange
any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under
Section 3.02 of this Indenture and ending at the close of business on the day of selection, (2) to register the transfer of or
to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of
Control Offer or an Asset Sale Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed
or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding
Interest Payment Date.


 






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(f)                 
Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may
deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.


 


(g)               
Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant
to Section 4.02 of this Indenture, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated
transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal
amount.


 


(h)               
At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations
of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global
Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail,
the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions
of Appendix A.


 


(i)                 
All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.


 


Section 2.07        
Replacement Notes.


 


If a mutilated Note is surrendered to the
Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the Trustee receives evidence to its
satisfaction of the ownership and loss, destruction or theft of such Note, the Company shall issue and the Trustee, upon receipt
of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are otherwise met. If required
by the Trustee or the Company, an indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee
and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a
Note. Every replacement Note is a contractual obligation of the Company and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07,
in case any mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Note, pay such Note.


 


Section 2.08        
Outstanding Notes.


 


(a)                
The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance
with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 of
this Indenture, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


 


(b)               
If a Note is replaced pursuant to Section 2.07 of this Indenture, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303
of the Uniform Commercial Code in effect in the State of New York.


 


(c)                
If the principal amount of any Note is considered paid under Section 4.01 of this Indenture, it ceases to be outstanding
and interest on it ceases to accrue from and after the date of such payment.


 






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(d)               
If a Paying Agent (other than the Company, a Restricted Subsidiary or an Affiliate of any thereof) holds, on the
maturity date, any redemption date or any repurchase date, money sufficient to pay Notes payable or to be redeemed or purchased
on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.


 


Section 2.09        
Treasury Notes.


 


In determining whether the Holders of the
requisite principal amount of Notes have concurred in any direction, waiver or consent, Notes beneficially owned by the Company,
or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer
of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or
consent with respect to the Notes and that the pledgee is not the Company or any obligor upon the Notes or any Affiliate of the
Company or of such other obligor.


 


Section 2.10        
Temporary Notes.


 


Until definitive Notes are ready for delivery,
the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes (“Temporary
Notes”). Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company
considers appropriate for Temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for Temporary Notes. Holders and beneficial
holders, as the case may be, of Temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders,
respectively, of Notes under this Indenture.


 


Section 2.11        
Cancellation.


 


The Company at any time may deliver Notes
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee for cancellation any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the
Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes in accordance with its customary procedures (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all cancelled Notes shall, upon the written request of the Company, be
delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to
the Trustee for cancellation.


 


Section 2.12        
Defaulted Interest.


 


(a)                
If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent
special record date, in each case at the rate provided in the Notes and in ‎Section 4.01 of this Indenture. The
Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special
record date and payment date; provided that no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. The Trustee shall promptly notify the Company of such special record date. At least 15
days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) shall mail or deliver by electronic transmission in accordance with the applicable procedures of the Depositary,
or cause to be mailed or delivered by electronic transmission in accordance with the applicable procedures of the Depositary to
each Holder a notice that states the special record date, the related payment date and the amount of such interest to be paid.


 






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(b)               
Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued
and unpaid, and to accrue interest, which were carried by such other Note.


 


Section 2.13        
CUSIP and ISIN Numbers


 


The Company in issuing the Notes may use CUSIP
or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN numbers in notices of redemption, exchange
or repurchase as a convenience to Holders; provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption, exchange or repurchase
and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption, exchange
or repurchase shall not be affected by any defect in or omission of such numbers. The Company shall as promptly as practicable
notify the Trustee in writing of any change in the CUSIP or ISIN numbers.


 


Article 3



REDEMPTION


 


Section 3.01        
Notices to Trustee.


 


If the Company elects to redeem Notes pursuant
to Section 3.07 of this Indenture, it shall furnish to the Trustee, at least five Business Days before notice of redemption is
required to be mailed or transmitted or caused to be mailed or transmitted to Holders pursuant to Section 3.03 of this Indenture
(unless a shorter notice shall be agreed to by the Trustee) but not more than 60 days before a redemption date, an Officers’
Certificate setting forth (a) the paragraph or subparagraph of such Note or Section of this Indenture pursuant to which the redemption
shall occur, (b) the redemption date, (c) the principal amount of the Notes to be redeemed and (d) the redemption price, if then
ascertainable.


 


Section 3.02        
Selection and Notice.


 


(a)                
If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption in accordance
with DTC’s requirements, or on a pro rata basis if in physical or certificated form, unless otherwise required by law or
applicable stock exchange requirements.


 


(a)                
No Notes of $2,000 or less can be redeemed in part. Notices of redemption will be transmitted at least ten but not
more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices
may be transmitted more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture.


 


(b)               
If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion
of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of
the original Note will be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on Notes or portions
of Notes called for redemption unless the Company defaults in the payment of the redemption price or the applicable notice of redemption
is conditional and the conditions are not satisfied or waived.


 


Section 3.03        
Notice of Redemption.


 


(a)                
The Company shall mail or deliver by electronic transmission in accordance with the applicable procedures of the
Depositary, or cause to be mailed or delivered by electronic transmission in accordance with the applicable procedures of the Depositary,
notices of redemption at least ten but not more than 60 days before the redemption date to each Holder of Notes to be redeemed
at its registered address, except that redemption notices may be transmitted more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge.


 






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(b)               
The notice shall identify the Notes to be redeemed (including CUSIP and ISIN number, if applicable) and shall state:


 


(1)      
the redemption date;


 


(2)      
the redemption price, including the portion thereof representing any accrued and unpaid interest; provided
that in connection with a redemption under Section 3.07(a) of this Indenture, the notice need not set forth the redemption
price but only the manner of calculation thereof;


 


(3)      
if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed;


 


(4)      
the name and address of the Paying Agent;


 


(5)      
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(6)      
that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making
such payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the
redemption date;


 


(7)      
the paragraph or subparagraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption
are being redeemed;


 


(8)      
that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such
notice or printed on the Notes; and


 


(9)      
if applicable, any condition to such redemption.


 


(c)                
At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at
the Company’s expense; provided that the Company shall have delivered to the Trustee, at least five Business Days
before notice of redemption is required to be sent or caused to be sent to Holders pursuant to this Section 3.03 (unless a shorter
notice shall be agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in Section 3.03(b) of this Indenture.


 


Section 3.04        
Effect of Notice of Redemption.


 


Once a notice of redemption is transmitted
or mailed in accordance with Section 3.03 of this Indenture, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price, except as otherwise set forth in this Section 3.04. Notice of any redemption of the
Notes in connection with a transaction or an event (including an Equity Offering, an incurrence of Indebtedness or a Change of
Control) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof and any such redemption
or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to,
completion or occurrence of the related transaction or event. In addition, if such redemption is subject to satisfaction of one
or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s
discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption
was delivered) as any or all conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in
the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so
delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s
obligations with respect to such redemption may be performed by another Person.


 






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Section 3.05        
Deposit of Redemption or Purchase Price.


 


(a)       No
later than 11:00 a.m. (New York City time) on the redemption or purchase date (or such later time as such date to which the Trustee
may reasonably agree), the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption
or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. If a Note is redeemed
or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest
shall be paid to the Holder of record on such Record Date. The Paying Agent shall promptly mail to each Holder whose Notes are
to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued and unpaid interest thereon. The
Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest on, all
Notes to be redeemed or purchased.


 


(b)       If
the Company complies with the provisions of Section 3.05(a) of this Indenture, on and after the redemption or purchase date, interest
shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased
on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption
or purchase date in respect of such Note will be paid on such redemption or purchase date to the Person in whose name such Note
is registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid
upon surrender for redemption or purchase because of the failure of the Company to comply with Section 3.05(a) of this Indenture,
interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and, to the
extent lawful, on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the
rate provided in the Notes and in Section 4.01 of this Indenture.


 


Section 3.06        
Notes Redeemed or Purchased in Part.


 


Upon surrender of a Note that is redeemed
or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall promptly authenticate
and mail to the Holder (or cause to be transferred by book entry) at the expense of the Company a new Note equal in principal amount
to the unredeemed or unpurchased portion of the Note surrendered representing the same Indebtedness to the extent not redeemed
or purchased; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof.


 


Section 3.07        
Optional Redemption.


 


(a)                
At any time prior to August 1, 2023, the Company may, on any one or more occasions, redeem up to 40% of the aggregate
principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 106.125% of the
principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the net cash proceeds
of one or more Equity Offerings by the Company or a contribution to the equity capital of the Company (other than Disqualified
Stock) from the net proceeds of one or more Equity Offerings by any Parent Company (in each case, other than Excluded Contributions);
provided that (1) at least 60% of the aggregate principal amount of Notes originally issued under this Indenture (including
any Additional Notes but excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence
of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.


 






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(b)               
On or after August 1, 2023, the Company may redeem all or a part of the Notes upon not less than ten nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued
and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month
period beginning on August 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date
to receive interest on the relevant Interest Payment Date:


 


	Year	 	 	Percentage	 
	2023	 	 	103.063	%
	2024	 	 	102.042	%
	2025	 	 	101.021	%
	2026 and thereafter	 	 	100.000	%



 


(c)                
Prior to August 1, 2023, the Company may also redeem all or any portion of the Notes upon not less than ten nor more
than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable
Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (a “Make-Whole
Redemption Date”).


 


(d)               
Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable redemption date.


 


(e)                Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of this Indenture.


 


Section 3.08        
Mandatory Redemption.


 


The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes.


 


Article 4



COVENANTS


 


Section 4.01        
Payment of Notes.


 


(a)               The Company shall pay or cause to be paid
the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium,
if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Restricted Subsidiary
thereof, holds on the due date money deposited by or on behalf of the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.


 


(b)               The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate equal
to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful.


 


Section 4.02        
Maintenance of Office or Agency.


 


(a)               The Company shall maintain in the Borough
of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands
to or upon the Company and the Guarantors in respect of the Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


(b)               The Company may also from time to time
designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York
for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.


 






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(c)               The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
Section 2.03 of this Indenture.


 


Section 4.03        
Taxes.


 


The Company shall pay, and shall cause each
of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies except (a)
such as are being contested in good faith and by appropriate negotiations or proceedings or (b) where the failure to effect such
payment is not adverse in any material respect to the Holders.


 


Section 4.04        
Reports.


 


(a)                
So long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders:


 


(1)      
within 75 days after the end of each fiscal year of the Company commencing with the year ending December 31, 2020,
all annual financial statements of the Company substantially in the form that would be required to be contained in a filing with
the SEC on Form 10-K, in accordance with the requirements of such Form 10-K as of the Issue Date, if the Company were required
to file such form, together with a report thereon by the Company’s independent registered public accounting firm, and a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” that is substantially consistent with the presentation
thereof included in the Offering Memorandum;


 


(2)      
within 40 days after the end of each fiscal quarter of the Company ending after the Issue Date (solely with respect
to the first three fiscal quarters of each fiscal year), all quarterly financial statements of the Company substantially in the
form that would be required to be contained in a filing with the SEC on Form 10-Q, in accordance with the requirements of such
Form 10-Q as of the Issue Date, if the Company were required to file such form, and a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations;” and


 


(3)      
promptly from time to time after the occurrence of an event required to be therein reported, such other information
containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K, in accordance
with the requirements of such Form 8-K as of the Issue Date, under Items:


 


		·	1.01 (Entry into a Material Definitive Agreement);



 


		·	1.03 (Bankruptcy or Receivership);



 


		·	2.01 (Completion of Acquisition or Disposition of Assets);



 


		·	2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant);



 


		·	2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement);



 


		·	4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review);



 


		·	5.01 (Changes in Control of Registrant);



 






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		·	5.02(a)(1) (Resignation of Director due to Disagreement with Registrant);



 


		·	5.02(c)(1) (Name and Position of Newly Appointed Officer and Date of Appointment); and



 


		·	5.03(b) (Changes in Fiscal Year),



 


if the Company were required to file such
reports; provided, however, that no such Form 8-K report will be required to be furnished if the Company determines
in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or
prospects of the Company and its Restricted Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment
that such disclosure would otherwise cause material competitive harm to the business, assets, operations, financial position or
prospects of the Company and its Restricted Subsidiaries, taken as a whole.


 


(b)               
With respect to the reports required to be furnished by clause (a) above:


 


(1)      
no such reports referenced under clause (a)(3) above will be required to include as an exhibit or summary of terms
of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its Subsidiaries
or any Parent Company) and any director, manager or executive officer, of the Company (or any of its Subsidiaries or any Parent
Company);


 


(2)      
in no event will such reports be required to comply with Section 302, Section 404 or Section 906 of the Sarbanes-Oxley
Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC;


 


(3)      
in no event will such reports be required to comply with Item 302 of Regulation S-K promulgated by the SEC;


 


(4)      
in no event will such reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain
separate financial statements for the Company, AdaptHealth Intermediate or the Subsidiary Guarantors;


 


(5)      
in no event will such reports be required to comply with Item 601 of Regulation S-K promulgated by the SEC (with
respect to exhibits) or, with respect to reports referenced in clause (a)(3) above, to include as an exhibit copies of any agreements,
financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K;


 


(6)      
trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable
determination of the Company may be excluded from any disclosures;


 


(7)      
to the extent that the Company (or any Parent Company pursuant to the immediately following paragraph) is not a reporting
company under the Exchange Act, in no event will such reports be required to be presented in compliance with the requirements of
the Public Company Accounting Oversight Board; and


 


(8)      
in no event will such reports contain compensation or beneficial ownership information.


 


(c)                
The Company may satisfy its obligations in this Section 4.04 with respect to financial information relating to the
Company by furnishing financial information relating to any Parent Company; provided that if and so long as such Parent
Company has Independent Assets or Operations, the same is accompanied by consolidating information (which need not be audited)
that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and
the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand.


 






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(d)               
In addition, notwithstanding the foregoing, the financial statements, information, auditors’ reports and other
documents and information required to be provided pursuant to clause (a) above may be, rather than those of the Company, those
of (a) any predecessor or successor of the Company, (b) any Wholly Owned Subsidiary which is a Restricted Subsidiary of the Company
that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of the Company and its consolidated
Subsidiaries (“Qualified Reporting Subsidiary”) or (c) any Parent Company; provided that, if the financial
information required to be provided pursuant to clause (a) above relates to such Qualified Reporting Subsidiary of the Company
or such Parent Company, such financial information will be accompanied by consolidating information (which need not be audited)
that explains in reasonable detail (in the good faith judgment of the Company) the differences between the information relating
to such Qualified Reporting Subsidiary or such Parent Company (solely in the case such Parent Company has Independent Assets or
Operations) (as the case may be), on the one hand, and the information relating to the Company and its Subsidiaries on a stand-alone
basis, on the other hand. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted
Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary of the Company, then the
annual and quarterly financial information required by the preceding paragraphs shall include a reasonably detailed presentation,
as determined in good faith by senior management of the Company, either on the face of the financial statements or in the footnotes
to the financial statements and in the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries
separate from the financial condition and results of operations of the Unrestricted Subsidiaries.


 


(e)                
During any period that the Company or any Parent Company has not filed the corresponding reports referred to in clause
(a) above with the SEC via the EDGAR filing system (or any successor system), the Company will make available such information
and such reports to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information
on its website, on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system that will require a confidentiality
acknowledgment, and will make such information readily available to any Holder, any bona fide prospective investor in the Notes
(which prospective investors will be limited to “qualified institutional buyers” within the meaning of Rule 144A under
the Securities Act that certify their status as such to the reasonable satisfaction of the Company), any bona fide securities analyst
(to the extent providing analysis of investment in the Notes to investors and prospective investors therein) or any bona fide market
maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks SyndTrak, ClearPar
or any comparable password-protected online data system that will require a confidentiality acknowledgment; provided that
the Company may deny access to any competitively-sensitive information otherwise to be provided pursuant to this clause (e) to
any such Holder, prospective investor, security analyst or market maker that is a competitor of the Company and its Subsidiaries,
or an affiliate of such a competitor (other than any affiliate that is a bona fide bank debt fund, distressed asset fund, hedge
fund, mutual fund, insurance company, financial institution or investment vehicle engaged in the business of investing in, acquiring
or trading commercial loans, bonds and similar extensions of credit in the ordinary course (and not organized primarily for the
purpose of making equity investments)) to the extent that the Company determines in good faith that the provision of such information
to such Person would be competitively harmful to the Company and its Subsidiaries; provided, further, that such Holders,
prospective investors, security analysts or market makers will agree to (1) treat all such reports (and the information contained
therein) and information as confidential, (2) not use such reports and the information contained therein for any purpose other
than their investment or potential investment in the Notes and (3) not publicly disclose or distribute any such reports (and the
information contained therein).


 


(f)                 
In addition, to the extent not satisfied by the reports required by this Section 4.04 or otherwise made publicly
available by the Company, the Company will furnish to Holders thereof and prospective investors in the Notes, upon their request,
the information, if any, required to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) under the Securities
Act.


 


(g)               
The Company will be deemed to have furnished the reports referred to in clause (a) above if the Company or any Parent
Company has filed the corresponding reports containing such information with the SEC via the EDGAR filing system (or any successor
system).


 


(h)               
The Company shall participate in quarterly conference calls after the delivery of the information referred to in
clause (a)(1) or (a)(2) above (which may be a single conference call together with investors and lenders holding other securities
or Indebtedness of the Company and/or its Restricted Subsidiaries and/or any Parent Company) to discuss operating results and related
matters. The Company shall issue a press release or otherwise provide notice of such conference call in the same manner in which
information was delivered pursuant to clause (a)(1) and (a)(2) above which will provide the date and time of any such call and
will direct Holders, prospective investors and securities analysts to contact the investor relations office of the Company to obtain
access to the conference call.


 






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(i)                 
It is understood that the Trustee shall have no obligation whatsoever to determine whether or not such information,
documents or reports have been posted on the Company’s website or filed with the SEC. The posting or delivery of any such
reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall
not constitute constructive or actual notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to
rely exclusively on an Officers’ Certificate).


 


Section 4.05        
Compliance Certificate.


 


(a)                
The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’
Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that
to his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture
and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if
a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect thereto).


 


(b)               
So long as any of the Notes are outstanding, the Company shall deliver to the Trustee, within 30 days upon any Officer becoming
aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action
the Company is taking or proposes to take with respect thereto.


 


Section 4.06        
Stay, Extension and Usury Laws.


 


The Company and each of the Guarantors covenant
(to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that
they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by
resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.


 


Section 4.07        
Restricted Payments


 


(a)                
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(1)   
declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of
its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or
consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s
or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company); provided that the repurchase, redemption or
other acquisition or retirement for value of any Equity Interests of a Restricted Subsidiary of the Company shall not constitute
a Restricted Payment;


 






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(2)   
purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any
merger or consolidation involving the Company) any Equity Interests of the Company or any Parent Company;


 


(3)   
make any payment on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness of the Company or any Subsidiary Guarantor that is contractually subordinated to the Notes or to any Subsidiary
Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except
(i) a payment of interest or principal at the Stated Maturity thereof or (ii) the purchase, repurchase, redemption, defeasance
or other acquisition or retirement of any such subordinated Indebtedness purchased in anticipation of satisfying a sinking fund
obligation, principal installment or payment at final maturity, in each case within one year of the date of such purchase, repurchase,
redemption, defeasance or other acquisition or retirement; or


 


(4)   
make any Restricted Investment;


 


(All such payments and other
actions set forth in these clauses (1) through (4) of this Section 4.07(a) are collectively referred to as “Restricted
Payments”).


 


(b)               
Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries shall be permitted to make Restricted
Payments if at the time of and after giving effect to such Restricted Payment:


 


(1)      
no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted
Payment;


 


(2)      
the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of this Indenture; and


 


(3)      
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company
and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6),
(7), (8), (9), (11), (12), (13), (14) and (15) of Section 4.07(c) of this Indenture), is less than $100.0 million plus the
sum, without duplication, of:


 


(A)              
50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning
of the first fiscal quarter in which the Issue Date occurs, to the end of the Company’s most recently ended fiscal quarter
for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income
for such period is a deficit, less 100% of such deficit); plus


 


(B)              
100% of the aggregate Qualified Proceeds received by the Company since the Issue Date as a contribution to its equity
capital (other than Disqualified Stock) or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock,
Excluded Contributions and Qualified Proceeds applied in accordance with Section 4.07(c)(7)(A) of this Indenture) or from the issue
or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company (other
than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company) that have been converted
into or exchanged for such Equity Interests (other than Disqualified Stock); plus


 


(C)              
an amount equal to the net reduction in Investments by the Company and its Restricted Subsidiaries resulting from
(x) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of any Restricted Investment that was
made after the Issue Date (other than Section 4.07(c)(15) of this Indenture) and (y) repurchases, redemptions and repayments of
such Restricted Investments and the receipt of any dividends or distributions from such Restricted Investments to the extent not
otherwise included in Consolidated Net Income; plus


 






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(D)              
to the extent that any Unrestricted Subsidiary of the Company was or is redesignated as a Restricted Subsidiary after
the Issue Date, an amount equal to the Fair Market Value of the Company’s interest in such Subsidiary immediately prior to
such redesignation; plus


 


(E)               
in the event the Company and/or any Restricted Subsidiary of the Company makes any Restricted Investment in a Person
that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Company, an amount equal to
the existing Investment of the Company and/or any of its Restricted Subsidiaries in such Person that was previously treated as
a Restricted Payment (other than Section 4.07(c)(15) of this Indenture).


 


(c)                
Section 4.07(a) of this Indenture shall not prohibit:


 


(1)      
the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days
after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration
or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;


 


(2)      
the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock)
or from the substantially concurrent contribution of equity capital to the Company (other than Disqualified Stock); provided
that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section
4.07(b)(3)(B) of this Indenture;


 


(3)      
the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company
or any Subsidiary Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with the net cash proceeds
from a substantially concurrent incurrence of Permitted Refinancing Indebtedness, or from the substantially concurrent sale (other
than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the
substantially concurrent contribution of equity capital to the Company (other than Disqualified Stock); provided that the
amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.07(b)(3)(B)
of this Indenture;


 


(4)      
the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified
Stock of the Company or any Restricted Subsidiary of the Company which Disqualified Stock was issued after the Issue Date in accordance
with Section 4.09 of this Indenture;


 


(5)      
the repurchase, redemption or other acquisition or retirement for value of Disqualified Stock of the Company or any
Restricted Subsidiary of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of Replacement
Preferred Stock that is permitted to be incurred pursuant to Section 4.09 of this Indenture;


 


(6)      
the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Company to the holders
of its Equity Interests on a pro rata basis;


 






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(7)      
the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or
any Restricted Subsidiary of the Company held by any current or former officer, director, employee or consultant (or their estates
or beneficiaries under their estates) of the Company or any of its Restricted Subsidiaries, and any dividend payment or other distribution
by the Company or a Restricted Subsidiary to any Parent Company utilized for the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of such Parent Company held by any current or former officer, director, employee or
consultant (or their estates or beneficiaries under their estates) of the Company or any of its Restricted Subsidiaries or any
Parent Company, in each case, upon such Person’s death, disability, retirement or termination of employment; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $10.0
million in any fiscal year (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are
available to be carried over to subsequent fiscal years subject to a maximum of $40.0 million in any fiscal year); provided,
further, that such amount in any fiscal year may be increased by an amount not to exceed:


 


(A)              
the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company
as equity capital (other than Disqualified Stock), Equity Interests of any Parent Company, in each case to members of management,
directors or consultants of the Company, any of its Subsidiaries or any Parent Company that occurs after the Issue Date, to the
extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments
by virtue of Section 4.07(b)(3)(B) of this Indenture, and excluding Excluded Contributions, plus


 


(B)              
the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after
the Issue Date, less


 


(C)              
the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (7);


 


(8)      
the repurchase of Equity Interests deemed to occur upon the exercise of options, rights or warrants or upon vesting
of common stock, in each case, to the extent such Equity Interests represent a portion of the exercise price of those options,
rights, warrants or common stock;


 


(9)      
the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company
or any Subsidiary Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with any Excess Proceeds
that remain after consummation of an Asset Sale Offer;


 


(10)   
so long as no Default has occurred and is continuing or would be caused thereby, after the occurrence of a Change
of Control and the completion of the offer to repurchase the Notes pursuant to Section 4.15 of this Indenture (including the purchase
of the Notes tendered), any purchase or redemption of Indebtedness that is contractually subordinated to the Notes or to any Subsidiary
Guarantee required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to
exceed 101% of the outstanding principal amount thereof, plus any accrued and unpaid interest;


 


(11)   
cash payments in lieu of fractional shares issuable as dividends on common stock or preferred stock or upon the conversion
of any convertible debt securities of the Company or any of its Restricted Subsidiaries;


 


(12)   
Permitted Payments to Parent;


 


(13)   
Investments that are made with Excluded Contributions;


 


(14)   
distributions or payments of Receivables Fees;


 


(15)   
so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, other Restricted
Payments in an aggregate amount since the Issue Date not to exceed the greater of (a) $90.0 million and (b) 5.0% of Total Assets;


 


(16)   
additional Restricted Payments; provided that (x) no Event of Default has occurred and is continuing or would
result therefrom and (y) on a pro forma basis after giving effect to any such Restricted Payment pursuant to this clause (16),
the Total Net Leverage Ratio would not exceed 3.00 to 1.00;


 






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(17)   
additional Restricted Payments made in connection with that certain Put/Call Agreement; and


 


(18)   
additional Restricted Payments made to AdaptHealth Holdings to make payments with respect to the Preferred Notes.


 


(d)       The
amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the
asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section
4.07 will, if the fair market value thereof exceeds $25.0 million, be determined by the Board of Directors of the Company whose
resolution with respect thereto will be delivered to the Trustee.


 


(e)       For
purposes of determining compliance with the provisions of this Section 4.07, in the event that a Restricted Payment meets the criteria
of more than one of the types of Restricted Payments described in the above clauses, the Company, in its sole discretion, may order
and classify, and from time to time may reorder and reclassify, such Restricted Payment if it would have been permitted at the
time such Restricted Payment was made and at the time of any such reclassification.


 


Section 4.08        
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a)                
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or
permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(1)      
pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries,
or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company
or any of its Restricted Subsidiaries;


 


(2)      
make loans or advances to the Company or any of its Restricted Subsidiaries; or


 


(3)      
sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 


(b)               
Section 4.08(a) of this Indenture shall not apply to encumbrances or restrictions existing under or by reason of:


 


(1)      
agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date;


 


(2)      
this Indenture, the Notes and the Subsidiary Guarantees;


 


(3)      
applicable law, rule, regulation or order;


 


(4)      
any instrument or agreement governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Company
or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital
Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or
assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness
was permitted by the terms of this Indenture to be incurred;


 


(5)      
customary non-assignment provisions in contracts, leases, subleases, licenses and sublicenses entered into in the
ordinary course of business;


 






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(6)      
customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money
obligations for property acquired in the ordinary course of business that impose restrictions on the property purchased or leased
of the nature described in Section 4.08(a)(3) of this Indenture;


 


(7)      
any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;


 


(8)      
any instrument or agreement governing Permitted Refinancing Indebtedness; provided that the restrictions contained
therein are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness
being refinanced;


 


(9)      
Liens permitted to be incurred under Section 4.12 of this Indenture that limit the right of the debtor to dispose
of the assets subject to such Liens;


 


(10)    
provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale
agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only
to the assets that are the subject of such agreements;


 


(11)    
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business;


 


(12)    
customary provisions imposed on the transfer of copyrighted or patented materials;


 


(13)    
customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements
of the Company or any Restricted Subsidiary;


 


(14)    
Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables
Transaction; provided that such restrictions apply only to such Receivables Subsidiary;


 


(15)    
contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually
or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of the Company in
any manner material to the Company or any Restricted Subsidiary of the Company;


 


(16)    
restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over
the Company or any Restricted Subsidiary of the Company or any of their businesses;


 


(17)    
any instrument or agreement governing Indebtedness or preferred stock (i) of any Non-Guarantor Subsidiary and (ii)
of the Company or any Restricted Subsidiary that is incurred or issued subsequent to the Issue Date and not in violation of Section
4.09 of this Indenture; provided that (x) in the case of preferred stock and Indebtedness that is not secured by any Permitted
Liens, such encumbrances and restrictions are not materially more restrictive in the aggregate than the restrictions contained
in this Indenture and (y) in the case of Indebtedness secured by Permitted Liens, are not materially more restrictive in the aggregate
than the restrictions contained in the Credit Agreement; and


 


(18)    
any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings
of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred
to in clauses (1), (2), (4) through (15) and (17) above; provided, however, that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are in the good faith judgment of the Company’s
Board of Directors, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those restrictions
contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations
referred to in clauses (1), (2), (4) through (15) and (17) above, as applicable prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing.


 






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Section 4.09        
Incurrence of Indebtedness and Issuance of Disqualified Stock.


 


(a)                
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and
will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company
or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock, if
the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified
Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified
Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; provided,
further, that the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary
Guarantors pursuant to this paragraph shall not exceed $10.0 million.


 


(b)               
Section 4.09(a) of this Indenture will not prohibit the incurrence of any of the following items of Indebtedness
or the issuance of any of the following items of Disqualified Stock or preferred stock (collectively, “Permitted Debt”):


 


(1)      
the incurrence by the Company and/or any Subsidiary Guarantor (and the Subsidiary Guarantee thereof by the Subsidiary
Guarantors) of Indebtedness under the Credit Agreement and other Debt Facilities entered into after the Issue Date in an aggregate
principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed (except as permitted
by the definition of “Permitted Refinancing Indebtedness”) the sum of (i) $425.0 million and (ii) any additional amount
so long as, in the case of this subclause (ii), after giving effect thereto the Secured Net Leverage Ratio (treating all incurred
Indebtedness under this clause (1) as secured by Liens on the assets of the Company) would not exceed 3.00 to 1.00;


 


(2)      
the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;


 


(3)      
the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the related
Subsidiary Guarantees;


 


(4)      
the incurrence or issuance by the Company or any of its Restricted Subsidiaries of Indebtedness (including Capital
Lease Obligations), Disqualified Stock or preferred stock, in each case, incurred or issued for the purpose of financing all or
any part of the purchase price or cost of design, construction, lease, installation or improvement of any fixed or capital assets
and any Indebtedness assumed by the Company or any of its Restricted Subsidiaries in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof, in an aggregate principal amount, including all
Permitted Refinancing Indebtedness (except as permitted by the definition of “Permitted Refinancing Indebtedness”)
and Replacement Preferred Stock (except as permitted by the definition of “Replacement Preferred Stock”) incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the
greater of (a) $30.0 million and (b) 2.5% of Total Assets and at any time outstanding;


 


(5)      
the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness or Replacement
Preferred Stock in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge
any Indebtedness (other than intercompany Indebtedness) or any Disqualified Stock or preferred stock that was permitted by this
Indenture to be incurred under Section 4.09(a) of this Indenture or clauses (2), (3), (4), (5), (13), (15) or (18) of this Section
4.09(b);


 






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(6)      
the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among
the Company and any of its Restricted Subsidiaries; provided, however, that:


 


(A)              
if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Company or
a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations
with respect to the Notes, in the case of the Company or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor, except
to the extent such subordination would violate any applicable law, rule or regulation; and


 


(B)              
(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a
Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness
to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute
a new incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, which new incurrence is
not permitted by this clause (6);


 


(7)      
the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries
of shares of preferred stock; provided, however, that:


 


(A)              
any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a
Person other than the Company or a Restricted Subsidiary of the Company; and


 


(B)              
any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted
Subsidiary of the Company,


 


will be deemed, in each case, to constitute a new issuance of
such preferred stock by such Restricted Subsidiary which new issuance is not permitted by this clause (7);


 


(8)      
the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course
of business and not for speculative purposes;


 


(9)      
the guarantee:


 


(A)              
by the Company or any of the Subsidiary Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being
guaranteed is subordinated to the Notes, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;
and


 


(B)              
by any Non-Guarantor Subsidiary of Indebtedness of a Non-Guarantor Subsidiary;


 


(10)   
the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’
compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit, performance bonds, surety bonds,
appeal bonds or other similar bonds in the ordinary course of business; provided, however, that upon the drawing of letters
of credit for reimbursement obligations, including with respect to workers’ compensation claims, or the incurrence of other
Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, such obligations are
reimbursed within 30 days following such drawing or incurrence;


 






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(11)   
the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by
a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five Business
Days;


 


(12)   
the incurrence of Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification,
adjustment of purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed
in connection with the disposition or acquisition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary;


 


(13)   
the incurrence of Indebtedness or the issuance of any Disqualified Stock or preferred stock by any Non-Guarantor
Subsidiary in an aggregate principal amount, including all Permitted Refinancing Indebtedness (except as permitted by the definition
of “Permitted Refinancing Indebtedness”) and Replacement Preferred Stock (except as permitted by the definition of
“Replacement Preferred Stock”) incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (13), not to exceed $20.0 million at any time outstanding;


 


(14)   
the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary
course of business;


 


(15)   
Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Company or any Restricted
Subsidiary (including by way of merger or consolidation) in accordance with the terms of this Indenture; and Indebtedness, Disqualified
Stock or preferred stock of the Company or a Subsidiary Guarantor incurred in connection with, or to provide all or a portion of
the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Person
became a Subsidiary or was acquired by the Company; provided that after giving effect to such acquisition, merger or consolidation,
either


 


(A)              
the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) of this Indenture or


 


(B)              
the Company’s Fixed Charge Coverage Ratio after giving pro forma effect to such acquisition, merger or consolidation
would be greater than the Company’s actual Fixed Charge Coverage Ratio immediately prior to such acquisition, merger or consolidation;


 


(16)   
Indebtedness of the Company or a Restricted Subsidiary in respect of netting services, overdraft protection and otherwise
in connection with deposit accounts; provided that such Indebtedness remains outstanding for ten Business Days or less;


 


(17)   
the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction;


 


(18)   
the incurrence or issuance by the Company or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified
Stock or preferred stock in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time
outstanding, including all Permitted Refinancing Indebtedness (except as permitted by the definition of “Permitted Refinancing
Indebtedness”) and all Replacement Preferred Stock (except as permitted by the definition of “Replacement Preferred
Stock”) incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness, Disqualified Stock and preferred
stock incurred or issued pursuant to this clause (18), not to exceed the greater of (A) $90.0 million and (B) 7.5% of Total Assets
at any time outstanding;


 


(19)   
the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in the form of loans from a Captive
Insurance Subsidiary;


 






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(20)   
Indebtedness representing deferred compensation to employees of the Company and its Restricted Subsidiaries incurred
in the ordinary course of business; and


 


(21)   
Indebtedness in respect of promissory notes issued to consultants, employees or directors or former employees, consultants
or directors in connection with repurchases of Equity Interests permitted by Section 4.07(c)(7) of this Indenture.


 


For purposes of determining compliance with this Section 4.09,
in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or upon the application
of all or a portion of the proceeds thereof or subsequently meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to Section 4.09(a) of this Indenture,
the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this Section 4.09 except that Indebtedness under the Credit
Agreement outstanding on the Issue Date will be deemed to have been incurred in reliance on the exception provided by Section 4.09(b)(1)(i)
of this Indenture. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness
due to a change in accounting principles, and the payment of dividends on Disqualified Stock or preferred stock in the form of
additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness
or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.09; provided in each such case, that
the amount thereof is included in Fixed Charges of the Company as accrued (other than the reclassification of preferred stock as
Indebtedness due to a change in accounting principles).


 


For purposes of determining compliance with
any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness
was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such
Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency,
and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated restriction
to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding,
refinancing, renewal or defeasance, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the
principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced,
refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including
tender premiums) and other costs and expenses (including original issue discount) incurred in connection with such refinancing.


 


The amount of any Indebtedness outstanding
as of any date will be:


 


(1)      
the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


 


(2)      
the principal amount of the Indebtedness, in the case of any other Indebtedness; and


 


(3)      
in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser
of:


 


(A)              
the Fair Market Value of such assets at the date of determination; and


 


(B)              
the amount of the Indebtedness of the other Person.


 


Section 4.10        
Asset Sales.


 


(a)                
The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 






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(1)      
the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale
at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and


 


(2)      
at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the
form of cash. For purposes of this clause (2), each of the following will be deemed to be cash:


 


(A)              
Cash Equivalents;


 


(B)              
any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company
or such Restricted Subsidiary from further liability;


 


(C)              
any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash within 180 days of receipt, to the extent of the cash
received in that conversion;


 


(D)              
any Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated
Noncash Consideration received pursuant to this clause (D) (and not subsequently converted into Cash Equivalents that are treated
as Net Proceeds of an Asset Sale), does not exceed $25.0 million since the Issue Date, with the Fair Market Value of each item
of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value;
and


 


(E)               
any stock or assets of the kind referred to in clauses (2) or (4) of Section 4.10(b) of this Indenture.


 


(b)               
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted
Subsidiary, as the case may be) may apply such Net Proceeds at its option:


 


(1)      
to repay Indebtedness outstanding pursuant to Section 4.09(b)(1) of this Indenture and, if the Indebtedness repaid
is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;


 


(2)       
to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after
giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company
or additional Capital Stock of an existing non-Wholly Owned Subsidiary which is a Restricted Subsidiary;


 


(3)      
to make a capital expenditure with respect to a Permitted Business or to make expenditures for maintenance, repair
or improvement of existing properties and assets;


 


(4)      
to acquire Additional Assets;


 


(5)      
to repay (i) Notes or (ii) any other Indebtedness (other than Indebtedness owing to the Company or a Restricted Subsidiary)
that is pari passu in right of payment with the Notes, and in the case of revolving Indebtedness, to correspondingly reduce
commitments with respect thereto; provided that if the Company or any of its Restricted Subsidiaries shall so repay any
Indebtedness other than the Notes, the Company will repay the Notes on a pro rata basis by, at its option, (A) redeeming Notes
pursuant to Section 3.07 of this Indenture or (B) purchasing Notes through open-market purchases, at a price equal
to or higher than 100% of the principal amount thereof, or making an offer (in accordance with the procedures set forth below)
to all holders to purchase their Notes on a ratable basis with such other Indebtedness for no less than 100% of the principal amount
thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased;
or


 






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(6)      
any combination of the foregoing;


 


provided that the requirements of clauses (2) through
(4) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing
to make the acquisitions or expenditures referred to in any of clauses (2) through (4) above is entered into by the Company or
its Restricted Subsidiary within 365 days after the receipt of such Net Proceeds and such Net Proceeds are applied in accordance
with such agreement; provided, further, that (x) such acquisition or investment is then consummated within 545 days
after the receipt of such Net Proceeds and (y) if such acquisition or investment is not consummated within the period set forth
in sub clause (x), or otherwise applied as set forth in clauses (1) or (5) above, the Net Proceeds not so applied will be deemed
to constitute Excess Proceeds under Section 4.10(c) of this Indenture.


 


Pending the final application of any Net Proceeds,
the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited
by this Indenture.


 


Notwithstanding the foregoing, to the extent
a distribution of any or all of the Net Proceeds of any Asset Sales by a Foreign Subsidiary to the Company or another Restricted
Subsidiary (i) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any
agreement or (z) subject to other organizational or administrative impediments from being repatriated to the United States or (ii)
would have a material adverse tax consequence, as reasonably determined by the Company, the portion of such Net Proceeds so affected
will not be required to be applied in compliance with this Section 4.10; provided that if at any time within one year following
the date on which such affected Net Proceeds would otherwise have been required to be applied pursuant to this Section 4.10, distribution
of any of such affected Net Proceeds is no longer prohibited or delayed by applicable local law, restricted by any applicable organizational
document or agreement, subject to other organizational or administrative impediment from being repatriated to the United States,
and would not result in a material adverse tax consequence, then an amount equal to such amount of Net Proceeds so permitted to
be repatriated will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such
amounts were actually repatriated, whether or not they are repatriated) in compliance with this Section 4.10. The non-application
of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default
or an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require the Company or any
Foreign Subsidiary to repatriate cash or to apply any Net Proceeds described in clause (i) above in compliance with this Section
4.10 in the event that such repatriation is not permitted under applicable local law, applicable organizational documents or agreements
or other impediment within one year following the date on which the respective payment would otherwise have been required.


 


(c)                
Any Net Proceeds from Asset Sales received since the Issue Date that were not or are not applied or invested as provided
in Section 4.10(b) of this Indenture shall constitute “Excess Proceeds.” When the aggregate amount of Excess
Proceeds exceeds $20.0 million, within ten Business Days thereof, the Company will make an offer (an “Asset Sale Offer”)
to all Holders and if the Company elects (or is required by the terms of such other pari passu Indebtedness), any holders of other
Indebtedness that is pari passu in right of payment with the Notes. The offer price in any Asset Sale Offer will be equal
to 100% of the principal amount plus accrued and unpaid interest, if any to, but excluding, the date of purchase, and will
be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness
will be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at
zero.


 


(d)               
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions
of this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.10 by virtue of such compliance.


 






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Section 4.11        
Transactions with Affiliates.


 


(a)                
The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or
make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Company involving aggregate consideration in excess of $5.0 million for any individual transaction or series of
related transactions (each, an “Affiliate Transaction”), unless:


 


(1)      
the Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and


 


(2)      
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $25.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction
complies with this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members
of the Board of Directors of the Company, together with a certified copy of the resolutions of the Board of Directors of the Company
approving such Affiliate Transaction or Affiliate Transactions.


 


(b)               
The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions
of Section 4.11(a) of this Indenture:


 


(1)      
any employment agreement, change of control agreement, severance agreement, employee benefit plan, officer or director
indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary
course of business and payments pursuant thereto;


 


(2)      
transactions between or among the Company, its Restricted Subsidiaries and/or any entity that becomes a Restricted
Subsidiary as a result of such transaction;


 


(3)       
transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company
solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(4)      
payment of reasonable directors’ fees;


 


(5)      
any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;


 


(6)      
Permitted Investments or Restricted Payments that do not violate Section 4.07 of this Indenture;


 


(7)      
loans (or cancellation of loans) or advances to employees in the ordinary course of business;


 


(8)      
transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or
services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements)
and otherwise in compliance with the terms of this Indenture;


 


(9)      
any Qualified Receivables Transaction;


 






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(10)   
the entering into of any tax sharing agreement or arrangement or any tax receivable agreement with Parent or any
Parent Company and any Permitted Payments to Parent made pursuant thereto;


 


(11)   
any management, consulting, monitoring, financial advisory, financing, underwriting or placement services or any
other investment banking, banking or similar services involving the Company and any of its Restricted Subsidiaries (including without
limitation any payments in cash, Equity Interests or other consideration made by the Company or any of its Restricted Subsidiaries
in connection therewith) on the one hand and the Permitted Holders on the other hand, which services (and payments and other transactions
in connection therewith) are approved as fair to the Company or such Restricted Subsidiary by a majority of the disinterested members
of the Board of Directors of the Company in good faith;


 


(12)   
the issuance of Equity Interests (other than Disqualified Stock) in the Company or any Restricted Subsidiary for
compensation purposes;


 


(13)   
any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company,
as lessor, which is approved by a majority of the disinterested members of the Board of Directors of the Company in good faith;


 


(14)   
intellectual property licenses in the ordinary course of business;


 


(15)   
Existing Indebtedness and any other obligations pursuant to an agreement existing on the Issue Date and described
in the Offering Memorandum, including any amendment thereto (so long as such amendment is not disadvantageous to the Holders in
any material respect);


 


(16)   
payments by the Company or any of its Restricted Subsidiaries of reasonable insurance premiums to, and any borrowings
or dividends received from, any Captive Insurance Subsidiary;


 


(17)   
transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an accounting,
appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted
Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors
of the Company in good faith; and


 


(18)   
any customary management services agreements or similar agreements between the Company or any of its Subsidiaries
and any joint venture.


 


Section 4.12        
Liens.


 


The Company will not, and will not permit
any of its Restricted Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or become effective any Lien
of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, whether owned on the Issue
Date or thereafter acquired, unless all payments due under this Indenture, the noes and the Subsidiary Guarantees are secured on
an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.


 


Section 4.13        
Effectiveness of Covenants.


 


(a)       From
and after the occurrence of an Investment Grade Rating Event (such date, a “Suspension Date”), the Company and
its Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section
4.16, Section 4.17 (but only with respect to any Person that is required to become a Subsidiary Guarantor after the date of the
commencement of the applicable Suspension Date) and Section 5.01(a)(4) of this Indenture (collectively, the “Suspended
Covenants”).


 


(b)       If
at any date (each such date, a “Reversion Date”), the credit rating of the Notes is downgraded from an Investment
Grade Rating by two Rating Agencies, then the Suspended Covenants will thereafter be reinstated and again be applicable pursuant
to the terms of this Indenture, unless and until the occurrence of a subsequent Investment Grade Rating Event.


 






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(c)       The
period of time between the occurrence of an Investment Grade Rating Event and its respective Reversion Date is referred to herein
as the “Suspension Period.” Calculations made after a Reversion Date of the amount available to be made as Restricted
Payments pursuant to Section 4.07 of this Indenture will be made as though Section 4.07 of this Indenture had been in effect at
all times since the Issue Date, including during any Suspension Period. Any Indebtedness incurred during any Suspension Period
would be deemed to be Permitted Indebtedness subsequent to the Reversion Date. Neither the failure of the Company or any of its
Subsidiaries to comply with a Suspended Covenant during any Suspension Period nor compliance by the Company or any of its Subsidiaries
with any contractual obligation entered into in compliance with this Indenture during any Suspension Period will constitute a Default,
Event of Default or breach of any kind under this Indenture or the Notes.


 


(d)       During
any Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. Additionally, during
any Suspension Period, the Holders will be entitled to substantially reduced covenant protection. However, the Company and its
Restricted Subsidiaries will remain subject to all other covenants in this Indenture during any such time, including to Section
4.15 of this Indenture.


 


Section 4.14        
Corporate Existence.


 


Subject to Article 5, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and effect (1) its limited liability company existence
and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries, Parent and
AdaptHealth Intermediate, in accordance with the respective organizational documents (as the same may be amended from time to time)
of the Company, any such Restricted Subsidiary, Parent or AdaptHealth Intermediate and (2) the rights (charter and statutory),
licenses and franchises of the Company and its Restricted Subsidiaries, Parent or AdaptHealth Intermediate; provided that
the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability
company or other existence of any of its Restricted Subsidiaries, Parent or AdaptHealth Intermediate, if the Company in good faith
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole.


 


Section 4.15        
Offer to Repurchase Upon a Change of Control.


 


(a)                
If a Change of Control occurs, each Holder will have the right to require the Company to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to an offer made by the Company (the
“Change of Control Offer”). In the Change of Control Offer, the Company will offer to make a payment (the “Change
of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued
and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders
on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change
of Control, the Company will transmit a notice to each Holder describing the transaction or transactions that constitute the Change
of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”),
which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, pursuant to the
procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities
laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such
compliance.


 


(b)               
On the Change of Control Payment Date, the Company will, to the extent lawful:


 


(1)      
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 






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(2)      
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions
of Notes properly tendered; and


 


(3)      
deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate
stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.


 


The Paying Agent will promptly transmit to
each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit
(or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.


 


(c)                  If
Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such
Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control
in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the
right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change
of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal
to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased
to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on
the relevant Interest Payment Date.


 


(d)                 The
provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control
Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except
as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require
that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.


 


(e)                
Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change
of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company
and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been
given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is
a Default in payment of the applicable redemption price.


 


(f)                 
A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there
is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the
time such Change of Control Offer is made.


 


Section 4.16        
Designation of Restricted and Unrestricted Subsidiaries.


 


The Board of Directors of the Company may
designate any Restricted Subsidiary to be an Unrestricted Subsidiary if no Default or Event of Default would be in existence following
such designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary
will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments
under Section 4.07 of this Indenture or under one or more clauses of the definition of Permitted Investments, as determined by
the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.


 


The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation
will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of
such Unrestricted Subsidiary, and such designation will only be permitted if (a) such Indebtedness is permitted under Section 4.09
of this Indenture and (b) no Default or Event of Default would be in existence following such designation.


 






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Section 4.17        
Additional Subsidiary Guarantees.


 


If the Company or any of its Restricted Subsidiaries,
acquires or creates another Subsidiary, other than a Non-Guarantor Subsidiary or if any Non-Guarantor Subsidiary otherwise ceases
to be a Non-Guarantor Subsidiary, in each case, after the Issue Date, then such newly acquired or created Subsidiary or Subsidiary
that has ceased to be a Non-Guarantor Subsidiary, as applicable, will become a Subsidiary Guarantor and execute a supplemental
indenture substantially in the form attached as Exhibit C and deliver an Opinion of Counsel and Officers’ Certificate to
the Trustee within 30 Business Days of the date on which it was acquired or created or ceased to be a Non-Guarantor Subsidiary,
as applicable.


 


Section 4.18        
Limitation on Activities of AdaptHealth Intermediate.


 


AdaptHealth Intermediate (a) will not make
any Investments (other than in (1) cash and Cash Equivalents or (2) Capital Stock of the Company), (b) will not create, incur,
assume or permit to exist any Lien on any of the Equity Interests in the Company held by AdaptHealth Intermediate and (c) will
do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided
that so long as no Default exists or would result therefrom, AdaptHealth Intermediate may merge or consolidate with any other Person
as described under Section 10 of this Indenture.


 


Article 5



SUCCESSORS


 


Section 5.01        
Merger, Consolidation or Sale of Assets.


 


(a)                
The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person or consummate
a Division as the Dividing Person (whether or not the Company is the surviving Person); or (2) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person, unless:


 


(1)      
Either:


 


(A)              
the Company is the surviving entity; or


 


(B)              
the Person formed by or surviving any such consolidation, merger or Division (if other than the Company) or to which
such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws
of the United States, any state of the United States or the District of Columbia;


 


(2)      
the Person formed by or surviving any such consolidation, merger or Division (if other than the Company) or the Person
to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company
under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;


 


(3)      
immediately after such transaction, no Event of Default exists; and


 






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(4)      
the Company or the Person formed by or surviving any such consolidation, merger or Division (if other than the Company),
or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction
after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period;


 


(A)              
be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in Section 4.09(a) of this Indenture; or


 


(B)              
have a Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio of the Company immediately
prior to such transaction.


 


(b)       The
Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other Person.


 


(c)                
Clauses (3) and (4) of Section 5.01(a) of this Indenture shall not apply to:


 


(1)      
a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction;


 


(2)      
any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets
between or among the Company and its Restricted Subsidiaries or, so long as the Company is a surviving Person and any other surviving
Person is a Restricted Subsidiary of the Company, any Division of the Company as the Dividing Person; and


 


(3)      
transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables
Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.


 


Section 5.02        
Successor Entity Substituted.


 


Upon any consolidation, merger, Division,
sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 of this Indenture or a Guarantor in accordance with Section 10.04 of this Indenture, the Company and
a Guarantor, as the case may be, will be released from its obligations under this Indenture and the Notes or its Guarantee, as
the case may be, and the successor Company and the successor Guarantor, as the case may be, will succeed to, and be substituted
for, and may exercise every right and power of, the Company or a Guarantor, as the case may be, under this Indenture, the Notes
and such Guarantee; provided that, in the case of a lease of all or substantially all its assets, the Company will not be
released from the obligation to pay the principal of and interest on the Notes and a Guarantor will not be released from its obligations
under its Guarantee.


 






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Article 6



DEFAULTS AND REMEDIES


 


Section 6.01           Events
of Default and Remedies.


 


Each of the following is an event of default
(an “Event of Default”):


 


(1)          default
in any payment of interest on any Note when due, continued for 30 days;


 


(2)          default
in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise;


 


(3)           failure
by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;


 


(4)           failure
by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of
at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other
agreements in this Indenture;


 


(5)          default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or
was created thereafter, if that default:


 


(A)          is
caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”);
or


 


(B)           results
in the acceleration of such Indebtedness prior to its express maturity


 


and, in each case, the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $25.0 million or more;


 


(6)           with
respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy
insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or
its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or
such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding
for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or
stayed;


 


(7)           except
as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary
of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any
reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary
of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary
of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after
receipt of the notice specified in this Indenture;


 


(8)           the
Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the
meaning of Bankruptcy Law:


 


(A)         commences
a voluntary case,


 


(B)          consents
to the entry of an order for relief against it in an involuntary case,


 


(C)          consents
to the appointment of a custodian of it or for all or substantially all of its property,


 


(D)          makes
a general assignment for the benefit of its creditors, or


 


(E)          generally
is not paying its debts as they become due; and


 


(9)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)          is
for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company
in an involuntary case;


 


(B)          appoints
a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company
for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant
Subsidiary of the Company; or


 






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(C)          orders
the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company;
and


 


(D)          and
the order or decree remains unstayed and in effect for 60 consecutive days.


 


Section 6.02          Acceleration.


 


(a)           In
the case of an Event of Default arising under clauses (8) or (9) of Section 6.01 of this Indenture with respect to the Company,
AdaptHealth Intermediate or any Significant Subsidiary of the Company, all outstanding Notes shall become due and payable immediately
without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.


 


(b)           The
Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf
of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this
Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal
of, the Notes.


 


Section 6.03          Other
Remedies.


 


(a)           If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal,
premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


(b)           The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.


 


Section 6.04          Waiver
of Past Defaults.


 


(a)           Subject
to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default
if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of
principal, interest or premium, if any.


 


(b)           Subject
to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing,
the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction
of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or
expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue
any remedy with respect to this Indenture or the Notes unless:


 


(1)           such
Holder has previously given the Trustee notice that an Event of Default is continuing;


 


(2)           Holders
of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;


 


(3)           such
Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;


 






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(4)           the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity;
and


 


(5)           Holders
of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent
with such request within such 60-day period.


 


(c)           The
Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the
Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under
this Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal
of, the Notes.


 


Section 6.05          Control
by Majority.


 


Holders of a majority in principal amount
of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available
to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve
the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to reasonable
indemnification against all losses and expenses caused by taking or not taking such action.


 


Section 6.06          Limitation
on Suits.


 


Subject to Section 6.07 of this Indenture,
no Holder may pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)           such
Holder has previously given the Trustee notice that an Event of Default is continuing;


 


(2)           Holders
of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;


 


(3)           such
Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;


 


(4)           the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity;
and


 


(5)           Holders
of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent
with such request within such 60-day period.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder.


 


Section 6.07          Rights
of Holders to Receive Payment.


 


Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


Section 6.08          Collection
Suit by Trustee.


 


If an Event of Default specified in clauses
(1) or (2) of Section 6.01 of this Indenture occurs and is continuing, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against the Company and each Guarantor for the whole amount of principal of, premium, if
any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 






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Section 6.09          Restoration
of Rights and Remedies.


 


If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceedings, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter and all rights and remedies of the Trustee and the Holders shall continue as though no
such proceeding has been instituted.


 


Section 6.10          Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 of this Indenture, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy are, to the extent permitted by law, cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11          Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of
any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute
a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


 


Section 6.12          Trustee
May File Proofs of Claim.


 


The Trustee may file proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes, including the Guarantors), its creditors or its property
and is entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to
collect, receive and distribute any money or other property payable or deliverable on any such claims. Any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee
under Section 7.06 of this Indenture. To the extent that the payment of any such compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 of this Indenture out of the estate
in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


 






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Section 6.13          Priorities.


 


If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money in the following order:


 


(1)           to
the Trustee and its agents and attorneys for amounts due under Section 7.06 of this Indenture, including payment of all reasonable
compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


(2)           to
Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;
and


 


(3)           to
the Company or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.


 


The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.13. Promptly after any record date is set pursuant to this Section 6.13, the Trustee shall
cause notice of such record date and payment date to be given to the Company and to each Holder in the manner set forth in Section
12.02 of this Indenture.


 


Section 6.14           Undertaking
for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in
its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 of this Indenture, or a suit
by Holders of more than 10% in principal amount of the then outstanding Notes.


 


Article 7



TRUSTEE


 


Section 7.01          Duties
of Trustee.


 


(a)           If
an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care in its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


(b)           Except
during the continuance of an Event of Default:


 


(1)                 the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


(2)                 in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy or mathematical calculation or facts stated
therein).


 


(c)           The
Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or
its own willful misconduct, except that:


 


(1)           this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 






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(2)           the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and


 


(3)           the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 of this Indenture.


 


(d)          Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.


 


(e)           Subject
to this Article 7, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any
of the rights or powers under this Indenture, the Notes and the Guarantees at the request or direction of any of the Holders unless
such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense.


 


(f)           The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


Section 7.02          Rights
of Trustee.


 


(a)           The
Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any document believed
by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine in good faith to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost
of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both which
shall conform to the provisions of Section 12.05 of this Indenture, except that no Opinion of Counsel will be required to be furnished
to the Trustee in connection with the authentication and delivery of the Initial Notes on the Issue Date. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.


 


(c)           The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care.


 


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture.


 


(e)           Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor shall
be sufficient if signed by an Officer of the Company or such Guarantor.


 


(f)           None
of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if
it shall have reasonable grounds for believing that repayment of such funds or security or indemnity satisfactory to it against
such risk or liability is not assured to it.


 


(g)          The
Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless written notice of any event
which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references
the existence of a Default or Event of Default, the Notes and this Indenture.


 






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(h)           In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


(i)            The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder.


 


(j)            The
Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be
signed by any person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.


 


(k)          The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


Section 7.03          Individual
Rights of Trustee.


 


The Trustee or any Agent in its individual
or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee or such Agent. However, in the event that the Trustee acquires
any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.09 of this Indenture.


 


Section 7.04          Trustee’s
Disclaimer.


 


The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s
use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of
this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication on the Notes.


 


Section 7.05          Notice
of Defaults.


 


If a Default occurs and is continuing and
a Responsible Officer of Trustee has received written notice thereof, the Trustee will transmit to each Holder a notice of the
Default within 90 days thereafter. Except in the case of an Event of Default specified in clauses (1) or (2) of Section 6.01 of
this Indenture, the Trustee may withhold from the Holders notice of any continuing Default if the Trustee determines in good faith
that withholding the notice is in the interest of the Holders.


 


Section 7.06          Compensation
and Indemnity.


 


(a)           The
Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance
of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for
its services, except for any such disbursements, advances or expenses as shall have been caused by the Trustee’s willful
misconduct, negligence or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary
course of business.


 






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(b)           The
Company and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold each of the Trustee and any predecessor
harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses)
incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including
the reasonable costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 7.06)
or defending itself against any claim whether asserted by any Holder, the Company or any Guarantor, or liability in connection
with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor needs to pay for any settlement made
without its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, gross negligence
or bad faith.


 


(c)           The
obligations of the Company and the Guarantors under this Section 7.06 shall survive the satisfaction, discharge or termination
of this Indenture or the resignation or removal of the Trustee.


 


(d)           To
secure the payment obligations of the Company and the Guarantors in this Section 7.06, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest
on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.


 


(e)           When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) of this Indenture
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended
to constitute expenses of administration under any Bankruptcy Law.


 


Section 7.07          Replacement
of Trustee.


 


(a)           A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.07. The Trustee may resign in writing at any time by giving 30 days’
prior notice of such resignation to the Company and be discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:


 


(1)           the
Trustee fails to comply with Section 7.09 of this Indenture;


 


(2)           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(3)           a
receiver or public officer takes charge of the Trustee or its property; or


 


(4)           the
Trustee becomes incapable of acting.


 


(b)           If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Company
shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority
in aggregate principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor
Trustee appointed by the Company.


 


(c)           If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee
(at the Company’s expense), the Company or the Holders of at least 10% in aggregate principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 






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(d)           If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09
of this Indenture, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.


 


(e)           A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall transmit a notice of its succession to Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that
all sums owing to the Trustee hereunder have been paid and such transfer shall be subject to the Lien provided for in Section
7.06 of this Indenture. Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the Company’s obligations
under this Section 7.07 shall continue for the benefit of the retiring Trustee.


 


(f)            As
used in this Section 7.07, the term “Trustee” shall also include each Agent.


 


Section 7.08          Successor
Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association,
the successor corporation or national banking association without any further act shall be the successor Trustee, subject to Section
7.09 of this Indenture.


 


Section 7.09          Eligibility;
Disqualification.


 


There shall at all times be a Trustee hereunder
that is a corporation or national banking association organized and doing business under the laws of the United States or of any
state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition.


 


Article 8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01          Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may, at its option and at any
time, elect to have either Section 8.02 of this Indenture or Section 8.03 of this Indenture applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.


 


Section 8.02          Legal
Defeasance and Discharge.


 


(a)           Upon
the Company’s exercise under Section 8.01 of this Indenture of the option applicable to this Section 8.02, the Company and
the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 of this Indenture, be deemed to
have been discharged from their obligations with respect to this Indenture, all outstanding Notes and Guarantees on the date the
conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in clauses (1) through (4) below, and to have satisfied all of its other obligations under such Notes and this Indenture,
including that of the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:


 


(1)           the
rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments
are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.04 of this Indenture;


 






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(2)           the Company’s obligations with respect to the Notes concerning issuing the Temporary Notes, registration of
Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments
held in trust;


 


(3)           the
rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in
connection therewith; and


 


(4)           this
Section 8.02.


 


(b)           Subject
to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 of this Indenture.


 


Section 8.03          Covenant
Defeasance.


 


Upon the Company’s exercise under Section
8.01 of this Indenture of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 of this Indenture, be released from their obligations under the covenants contained
in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and clause (4) of Section
5.01(a) of this Indenture with respect to the outstanding Notes, and the Guarantors shall be deemed to have been discharged from
their obligations with respect to all Guarantees, on and after the date the conditions set forth in Section 8.04 of this Indenture
are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to this Indenture and the outstanding Notes, the Company and the Guarantors may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 of
this Indenture, but, except as specified above, the remainder of this Indenture, and such Notes and the Guarantees shall be unaffected
thereby. In addition, upon the Company’s exercise under Section 8.01 of this Indenture of the option applicable to this
Section 8.03 of this Indenture, subject to the satisfaction of the conditions set forth in Section 8.04 of this Indenture,
an Event of Default specified in Section 6.01(3) of this Indenture that resulted solely from the failure of the Company to
comply with clause (4) of Section 5.01(a), Sections 6.01(4) (only with respect to covenants that are released as
a result of such Covenant Defeasance), 6.01(5), 6.01(6), 6.01(7), 6.01(8) (solely with respect to Significant Subsidiaries of the
Company) and 6.01(9) (solely with respect to Significant Subsidiaries of the Company) of this Indenture, in each case, shall not
constitute an Event of Default.


 


Section 8.04          Conditions
to Legal or Covenant Defeasance.


 


In order to exercise either Legal Defeasance
or Covenant Defeasance under either Section 8.02 or 8.03 of this Indenture:


 


(1)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be
sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants,
to pay the principal of, or interest and premium, if any, on, the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such
stated date for payment or to a particular redemption date;


 






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(2)           in
the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b)
since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel will confirm that, the beneficial owners of the outstanding Notes shall not recognize income,
gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(3)           in
the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)           such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement (including, without limitation, the Credit Agreement) or instrument (other than this Indenture) to which the Company
or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;


 


(5)           the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or
defrauding any creditors of the Company or others; and


 


(6)           the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with


 


Section 8.05          Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)           Subject
to Section 8.06 of this Indenture, all money and Government Securities (including the proceeds thereof) deposited with the Trustee
pursuant to Section 8.04 of this Indenture in respect of the outstanding Notes shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and
to become due thereon in respect of principal, premium, if any, and interest on the Notes, but such money need not be segregated
from other funds except to the extent required by law.


 


(b)          The
Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government
Securities deposited pursuant to Section 8.04 of this Indenture or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders.


 


(c)           Anything
in this Article 8 to the contrary notwithstanding, the Trustee will deliver or pay to the Company from time to time upon the request
of the Company any money or Government Securities held by it as provided in Section 8.04 of this Indenture which, in the opinion
of an independent financial advisor expressed in a written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(1) of this Indenture), are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 






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Section 8.06          Repayment
to the Company.


 


Subject to any applicable abandoned property
law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal,
premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest
has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease.


 


Section 8.07          Reinstatement.


 


If the Trustee or Paying Agent is unable to
apply any U.S. dollars or Government Securities in accordance with Section 8.02 or Section 8.03 of this Indenture, as the case
may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes and the Guarantees
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 of this Indenture
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section
8.03 of this Indenture, as the case may be; provided that, if the Company makes any payment of principal, premium, if any,
or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
to receive such payment from the money held by the Trustee or Paying Agent.


 


Article 9



AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01          Without
Consent of Holders.


 


(a)           Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture, the Guarantees or the Notes
without the consent of any Holder:


 


(1)           to
cure any mistake, ambiguity, defect or inconsistency;


 


(2)           to
provide for uncertificated Notes in addition to or in place of certificated Notes


 


(3)           to
provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders and Guarantees in the case
of a merger, consolidation, Division or sale of all or substantially all of the Company’s or such Guarantor’s assets,
as applicable;


 


(4)           to
make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal
rights hereunder of any Holder;


 


(5)           to
conform the text of this Indenture, the Guarantees or the Notes to any provision of the section described under the caption “Description
of notes” in the Offering Memorandum to the extent that such provision in such “Description of notes” was intended
to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes;


 


(6)           to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;


 


(7)            to
allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; or


 


(8)      
    to issue the Notes.


 






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(b)          Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 12.04 of this Indenture, the
Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture, but the Trustee shall not be obligated to enter into such amended or supplemental indenture
that affects its own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating that such amendment
or supplement is authorized or permitted by this Indenture.


 


Section 9.02          With
Consent of Holders.


 


(a)           Except
as provided in Section 9.01 of this Indenture and this Section 9.02, the Company, the Guarantors and the Trustee may amend or
supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of a majority in principal amount of the
Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes) and, subject to Section 6.04 and Section 6.07 of this Indenture, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal, premium, if any, or interest on the Notes, except a
payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the
Notes or the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).
Section 2.08 and Section 2.09 of this Indenture shall determine which Notes are considered to be “outstanding” for
the purposes of this Section 9.02.


 


(b)          Upon
the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 12.04 of this Indenture, the Trustee
shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended
or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 


(c)           It
shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver. It shall be sufficient if such consent approves the substance of such proposed amendment, supplement or
waiver.


 


(d)          After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give to the Holders a notice briefly
describing such amendment, supplement or waiver. However, the failure of the Company to give such notice to all the Holders, or
any defect in the notice, will not impair or affect the validity of any such amendment, supplement or waiver.


 


(e)           However,
without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect
to any Notes held by a non-consenting Holder):


 


(1)           reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(2)           reduce
the principal of or change the fixed maturity of any Note or alter the provisions with respect to the optional redemption of the
Notes pursuant to Section 3.07 of this Indenture (other than provisions relating to notice period for consummating an optional
redemption of the Notes);


 


(3)           reduce
the rate of or change the time for payment of interest, including default interest, on any Note;


 


(4)           waive
a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration);


 






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(5)           make
any Note payable in money other than that stated in the Notes;


 


(6)           make
any change in the provisions of this Indenture relating to waivers of past Defaults or the contractual rights of Holders to receive
payments of principal of, or interest or premium, if any, on, the Notes; or


 


(7)           make
any change in the preceding amendment and waiver provisions.


 


(f)           A
consent to any amendment, supplement or waiver of this Indenture, the Notes or the Guarantee by any Holder given in connection
with a tender of such Holder’s Notes will not be rendered invalid by such tender.


 


Section 9.03          [Reserved].


 


Section 9.04          Revocation
and Effect of Consents.


 


(a)           Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


(b)          The
Company may, but shall not be obliged to, fix a record date pursuant to Section 1.05 of this Indenture for the purpose of determining
the Holders entitled to consent to any amendment or waiver.


 


Section 9.05          Notation
on or Exchange of Notes.


 


(a)           The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company
in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that
reflect the amendment, supplement or waiver.


 


(b)           Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver.


 


Section 9.06          Trustee
to Sign Amendments, etc.


 


The Trustee shall sign any amended or supplemental
indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the
Company approves it. In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to Section
7.01 of this Indenture) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 of this
Indenture, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.


 






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Article 10



GUARANTEES


 


Section 10.01       Guarantees.


 


(a)           Subject
to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior
unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any,
and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the
Company to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”).
Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection.


 


(b)          The
Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect
to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants
that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this
Indenture, or pursuant to Section 10.05 of this Indenture.


 


(c)           Each
of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’
fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture.


 


(d)           If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee
or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


(e)           Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of any declaration
of acceleration of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders
under the Guarantees.


 


(f)            Each
Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should
a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the
Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee
on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise,
all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded,
reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


 






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(g)           In
case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


(h)           Each
payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature.


 


Section 10.02        Limitation
on Guarantor Liability.


 


Each Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a
fraudulent conveyance or a fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be
limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities
of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution
from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article
10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer
under applicable law. Each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all Guaranteed
Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s
pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment, determined
in accordance with GAAP.


 


Section 10.03        Execution
and Delivery.


 


(a)           To
evidence its Guarantee set forth in Section 10.01 of this Indenture, each Guarantor hereby agrees that this Indenture shall
be executed on behalf of such Guarantor by an Officer or person holding an equivalent title.


 


(b)           Each
Guarantor hereby agrees that its Guarantee set forth in Section 10.01 of this Indenture shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.


 


(c)           If
an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the
Guarantees shall be valid nevertheless.


 


(d)           The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantors.


 


Section 10.04        Guarantors
May Consolidate, etc., on Certain Terms. 


 


(a)           Except
as otherwise provided in this Section 10.04, a Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into another Person (other than the Company or another Subsidiary Guarantor)
or consummate a Division as the Dividing Person (in each case, whether or not such Subsidiary Guarantor is the surviving Person),
unless:


 


(1)       immediately
after giving effect to such transaction, no Event of Default exists; and


 


(2)      either:


 


(A)      the
Person (if other than the Company or a Subsidiary Guarantor) acquiring the property in any such sale or disposition or the Person
(if other than the Company or a Subsidiary Guarantor) formed by or surviving any such consolidation, merger or Division assumes
all the obligations of that Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee, pursuant to a supplemental
indenture satisfactory to the Trustee; or


 


(B)       such
transaction does not violate Section 4.10 of this Indenture.


 






    -74-


     


    

 


(b)           AdaptHealth
Intermediate may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with
or into, another Person (other than the Company or a Subsidiary Guarantor) (in each case, whether or not AdaptHealth Intermediate
is the surviving Person), unless:


 


		(1)	immediately after giving effect to that transaction, no Event of Default exists; and



 


		(2)	the Person (if other than AdaptHealth Intermediate) acquiring the property in any such sale or disposition or the Person (if
other than AdaptHealth Intermediate) formed by or surviving any such consolidation or merger assumes all the obligations of AdaptHealth
Intermediate under this Indenture and its Guarantee pursuant to a supplemental indenture satisfactory to the Trustee.



 


Section 10.05        Releases.


 


(a)           The
Subsidiary Guarantee of a Subsidiary Guarantor will be released:


 


(1)           in
connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including
by way of merger, consolidation or Division) to a Person that is not (either before or after giving effect to such transaction)
the Company or a Subsidiary Guarantor, if the sale or other disposition does not violate Section 4.10 of this Indenture;


 


(2)           in
connection with any sale of Capital Stock of that Subsidiary Guarantor following which such Subsidiary Guarantor is no longer
a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 of this Indenture;


 


(3)           if
any Restricted Subsidiary that is a Subsidiary Guarantor becomes a Non-Guarantor Subsidiary in accordance with the applicable
provisions of this Indenture; or


 


(4)           upon
Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture or satisfaction and discharge of this Indenture
in accordance with Article 11 of this Indenture.


 


(b)          The
Guarantee of AdaptHealth Intermediate will be released upon Legal Defeasance, Covenant Defeasance in accordance with Article 8
of this Indenture or satisfaction and discharge of this Indenture in accordance with Article 11 of this Indenture.


 


Article 11



SATISFACTION AND DISCHARGE


 


Section 11.01        Satisfaction
and Discharge.


 


(a)           This
Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:


 


(1)           either:


 


(A)         all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation;
or


 






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(B)          all
Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the transmitting of
a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities,
in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness
on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption;


 


(2)                 no
Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute
a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor
is bound;


 


(3)                 the
Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and


 


(4)                 the
Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes at maturity or on the redemption date, as the case may be.


 


(b)           In
addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.


 


(c)           Notwithstanding
the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to Section 11.01(a)(1)(B)
of this Indenture, the provisions of Section 11.02 and Section 8.06 of this Indenture shall survive.


 


Section 11.02        Application
of Trust Money.


 


(a)            Subject
to the provisions of Section 8.06 of this Indenture, all money and Government Securities deposited with the Trustee pursuant to
Section 11.01 of this Indenture shall be held in trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment
such money has been deposited with the Trustee, but such money need not be segregated from other funds except to the extent required
by law.


 


(b)           If
the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 of this Indenture
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture, the
Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 of this Indenture;
provided that if the Company has made any payment of principal, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent, as the case may be.


 





 






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Article 12



MISCELLANEOUS


 


Section 12.01        [Reserved].


 


Section 12.02        Notices.


 


(a)           Any
notice or communication to the Company, any Guarantor or the Trustee is duly given if in writing and (1) delivered in person,
(2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight air courier
guaranteeing next day delivery or (3) sent by facsimile or electronic transmission, to its address:



 


if to the Company or any Guarantor:


 


c/o AdaptHealth LLC

220 West Germantown Pike Suite 250


Plymouth Meeting, Pennsylvania 19462

Email: cjoyce@adapthealth.com

Attention: Christopher Joyce


 


with a copy to:




Willkie Farr & Gallagher

787 Seventh Avenue


New York, New York 10019

Fax No: (212) 718-8111

Email: dscalzo@willkie.com; mbrandt@willkie.com

Attention: Danielle Scalzo and Michael Brandt


if to the Trustee:


 


The Bank of New York Mellon Trust Company, N.A.

Rebecca A Norton, MBA


Specialist, Client Service


BNY Mellon Corporate Trust


US Corporate Client Service Management


500 Ross Street, 12th Floor


Pittsburgh, PA 15262


Telephone No.: 412-234-7201


Fax No: 412-234-8377


Email: rebecca.norton@bnymellon.com


Attention: Rebecca A Norton, MBA


 


The Company, any Guarantor or the Trustee,
by like notice, may designate additional or different addresses for subsequent notices or communications.


 


(b)           All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; on the first date of which publication is made, if by publication; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; the next Business Day after timely delivery to the courier,
if mailed by overnight air courier guaranteeing next day delivery; when receipt acknowledged, if sent by facsimile or electronic
transmission; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual
receipt thereof.


 


(c)           Any
notice or communication to a Holder shall be electronically transmitted or mailed by first-class mail (certified or registered,
return receipt requested) or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register
or by such other delivery system as the Trustee agrees to accept. Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.


 


(d)          Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 






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(e)           Notwithstanding
any other provision herein, where this Indenture provides for notice of any event to any Holder of an interest in a Global Note
(whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee),
according to the applicable procedures of such Depositary, if any, prescribed for the giving of such notice.


 


(f)           The
Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured facsimile
or electronic transmission; provided, however, that the Trustee shall have received an incumbency certificate listing
persons designated to give such instructions or directions. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such notice, instructions or directions
notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instructions or
directions.


 


(g)           If
a notice or communication is transmitted in the manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it.


 


(h)           If
the Company transmits a notice or communication to Holders, it shall transmit a copy to the Trustee and each Agent at the same
time.


 


Section 12.03        [Reserved].


 


Section 12.04        Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Company
or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor, as the case may be, shall
furnish to the Trustee:


 


(1)           an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 12.05 of this Indenture) stating that, in the opinion of the signer(s), all conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(2)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth
in Section 12.05 of this Indenture) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been complied with.


 


provided that (x) no Opinion of Counsel will be required
to be furnished to the Trustee in connection with the authentication and delivery of the Initial Notes on the Issue Date.


 


Section 12.05        Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall include:


 


(1)           a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)           a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)           a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the
case of an Opinion of Counsel, may be limited to reliance on an Officers’ Certificate or a certificate of public
officials as to matters of fact); and


 


(4)           a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 






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Section 12.06        
Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for
action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.


 


Section 12.07        
No Personal Liability of Directors, Officers, Employees, Incorporator, Stockholder, Member, Partner or Other Holder
of Equity Interests.


 


No director, officer, employee, incorporator,
stockholder, member, partner or other holder of Equity Interests of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Guarantees or for any claim based on,
in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Section 12.08        
Governing Law and Jurisdiction.


 


THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEE
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company and the Trustee (i) agree that
any suit, action or proceeding against it arising out of or relating to the this Indenture may be instituted in any U.S. federal
or New York state court sitting in the Borough of Manhattan, New York City, New York, (ii) irrevocably submit to the non-exclusive
jurisdiction of such courts in any suit, action or proceeding, (iii) waive, to the fullest extent permitted by applicable law,
any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that
any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to the jurisdiction of any
other courts to which it may be entitled on account of place of residence or domicile, and (iv) agree that final judgment in any
such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of the
jurisdiction of which it is subject by a suit upon judgment.


 


Section 12.09       
Waiver of Jury Trial.


 


EACH OF THE COMPANY, THE GUARANTORS, HOLDERS
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section 12.10        
Force Majeure.


 


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly
or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software or hardware) services, and pandemics or disease; it being understood that the
Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


Section 12.11        
No Adverse Interpretation of Other Agreements.


 


This Indenture may not be used to interpret
any other indenture, loan or debt agreement of the Company or its Restricted Subsidiaries or of any other Person. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 






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Section 12.12        
Successors.


 


All agreements of the Company in this Indenture
and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements
of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05 of this Indenture.


 


Section 12.13        
Severability.


 


In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


Section 12.14        
Counterpart Originals.


 


The parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 


Section 12.15        
Table of Contents, Headings, etc.


 


The Table of Contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 12.16        
Facsimile and PDF Delivery of Signature Pages.


 


The exchange of copies of this Indenture and
of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include electronic
signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


Section 12.17        
U.S.A. PATRIOT Act.


 


The parties hereto acknowledge that in accordance
with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify, and record information that identifies each
person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree
that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements
of the U.S.A. PATRIOT Act.


 


Section 12.18       
Tax Filings.


 


Upon request from the Trustee, the Company
and each of the Holders shall provide information reasonably necessary in order to enable the Trustee to determine whether any
withholding obligations under Section 1471-1474 of the Internal Revenue Code of 1986 (“FATCA”) or applicable law apply.
The Trustee shall be entitled to make any withholding or deductions from payments to the extent necessary to comply with FATCA
or applicable law and neither the Trustee nor the Company shall have any liability in connection with its compliance therewith.


 






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Section 12.19        
Payments Due on Non-Business Days.


 


In any case where any Interest Payment Date,
redemption date or repurchase date or the Stated Maturity of the Notes shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or of the Notes) payment of principal, premium, if any, or interest on the Notes need not be made on
such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment
Date, redemption date or repurchase date, or at the Stated Maturity of the Notes; provided that no interest will accrue
for the period from and after such Interest Payment Date, redemption date, repurchase date or Stated Maturity, as the case may
be.


 


[Signatures on following page]


 






    -81-


     


    

 


	 	ADAPTHEALTH LLC 
	 
	 	By:	/s/ Luke McGee
	                                                                   	 	Name:	Luke McGee
	 	 	Title:	Chief Executive Officer



 


	 	ACTIVSTYLE, LLC
	 	ADAPTHEALTH INTERMEDIATE HOLDCO LLC
	 	ADAPTHEALTH - MISSOURI LLC
	 	ADAPTHEALTH NEW ENGLAND LLC
	 	ADAPTHEALTH PATIENT CARE SOLUTIONS LLC
	 	ADVOCATE MEDICAL SERVICES, LLC
	 	AIRCARE HOME RESPIRATORY, LLC
	 	ALL AMERICAN HOME AID, LLC
	 	AMERICAN ANCILLARIES, INC.
	 	AMERICOAST MARYLAND LLC
	 	ASSOCIATED HEALTHCARE SYSTEMS, INC.
	 	BENNETT MEDICAL SERVICES LLC
	 	BRADEN PARTNERS, L.P.
	 	CHAMPLAIN VALLEY BRACE AND LIMB, LLC
	 	CHOICE MEDICAL HEALTH CARE, LLC
	 	CLEARVIEW MEDICAL INCORPORATED
	 	CPAP SOLUTIONS, LLC
	 	CPAP2ME, INC.
	 	FAMILY HOME MEDICAL SUPPLY LLC
	 	FIRST CHOICE DME LLC
	 	FIRST CHOICE HOME MEDICAL EQUIPMENT, LLC
	 	FLORIDA HOME MEDICAL SUPPLY, LLC
	 	GOULD’S DISCOUNT MEDICAL, LLC
	 	HALPRIN, INCORPORATED
	 	HEALTH SOLUTIONS LLC
	 	HEALTHLINE MEDICAL EQUIPMENT, LLC
	 	HOME MEDICAL EXPRESS, INC.
	 	HOME MEDISERVICE, LLC
	 	HOMETOWN HOME HEALTH, LLC
	 	HOME WELLNESS, LLC
	 	HUEY’S HOME MEDICAL, LLC
	 	J.M.R. MEDICAL, LLC
	 	LMI DME HOLDINGS LLC
	 	M.A.R.Y. MEDICAL, LLC
	 	MED STAR SURGICAL & BREATHING EQUIPMENT INC.
	 	MED WAY MEDICAL, INC.
	 	MEDBRIDGE HOME MEDICAL LLC
	 	MED-EQUIP, INC.
	 	MEDIDEX, INC.
	 	MEDSTAR HOLDINGS LLC
	 	NRE HOLDING LLC
	 	OCEAN HOME HEALTH OF PA LLC
	 	OCEAN HOME HEALTH SUPPLY LLC
	 	OGLES OXYGEN, LLC
	 	ORBIT MEDICAL OF PORTLAND, INC.
	 	PAL-MED, LLC


 


[Signature page
to Indenture for 6.125% Senior Notes due 2028]


 






     


     


    

 


	 	PALMETTO OXYGEN, LLC
	 	PPS HME HOLDINGS LLC
	 	PPS HME LLC
	 	RELY MEDICAL SUPPLY, LLC
	 	ROBERTS HOME MEDICAL, LLC
	 	ROYAL DME LLC
	 	ROYAL MEDICAL SUPPLY INC.
	 	SENIOR CARE SERVICE, LLC
	 	SLEEP THERAPY, LLC
	 	SLEEPEASY THERAPEUTICS, INC.
	 	SOLARA HOLDINGS, LLC
	 	SOLARA INTERMEDIATE, LLC
	 	SOLARA MEDICAL SUPPLIES, LLC
	 	SOUND OXYGEN SERVICE LLC
	 	TOTAL RESPIRATORY, LLC
	 	TRICOUNTY MEDICAL EQUIPMENT AND SUPPLY, LLC
	 	VERUS HEALTHCARE, INC.
	 	VERUS HEALTHCARE, LLC


 


		By:	/s/ Luke
McGee
	 	 	Name:	Luke McGee
	 	 	Title:	Chief Executive Officer
	 	 	 



 


[Signature page
to Indenture for 6.125% Senior Notes due 2028]


 






     


     


    

 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 
	 	By:	/s/ Julie Hoffman-Ramos
	 	 	Name:	Julie Hoffman-Ramos
	 	 	Title:	Vice President



 


[Signature page
to Indenture for 6.125% Senior Notes due 2028]


 






     


     


    

 


APPENDIX A


 


PROVISIONS RELATING TO THE INITIAL NOTES
AND THE ADDITIONAL NOTES


 


Section 1.1            Definitions.


 


(a)                
Capitalized Terms.


 


Capitalized terms used but not defined in
this Appendix A have the meanings given to them in this Indenture. The following capitalized terms have the following meanings:


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and
as in effect from time to time.


 


“Clearstream” means Clearstream
Banking, Société Anonyme, or any successor securities clearing agency.


 


“Distribution Compliance Period,”
with respect to any Note, means the period of 40 consecutive days beginning on and including the later of (a) the day on which
such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice
of which day shall be promptly given by the Company to the Trustee, and (b) the date of issuance with respect to such Note
or any predecessor of such Note.


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of Euroclear systems Clearance System or any successor securities clearing agency.


 


“IAI” means an institution
that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and
is not a QIB.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Regulation S” means Regulation
S promulgated under the Securities Act.


 


“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Rule 144A” means Rule
144A promulgated under the Securities Act.


 


“Unrestricted Global Note”
means any Note in global form that does not bear or is not required to bear the Restricted Notes Legend.


 


“U.S. person” means a “U.S.
person” as defined in Regulation S.


 


(b)               
Other Definitions.


 


	Term:	Defined in Section:
	“Agent Members”	2.1(c)
	“Definitive Notes Legend”	2.2(e)
	“ERISA Legend” 	2.2(e)
	“Global Note” 	2.1(b)
	“Global Notes Legend”	2.2(e)
	“IAI Global Note”	2.1(b)
	“Regulation S Global Note”	2.1(b)
	“Regulation S Notes”	2.1(a)
	“Restricted Notes Legend”	2.2(e)
	“Rule 144A Global Note”	2.1(b)
	“Rule 144A Notes” 	2.1(a)


 






     


     


    

 


Section 2.1            Form and Dating


 


(a)                
The Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers
thereof and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and
(2) Persons other than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes may
also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.


 


(b)               
Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent Global Notes
in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”)
and Regulation S Notes shall be issued initially in the form of one or more Global Notes, numbered RS-1 upward (collectively,
the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and
Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian,
and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as provided in the Indenture. One or more Global Notes in definitive, fully registered form without interest coupons
and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global
Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary
or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to
accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global
Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a
“Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note
shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global
Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount
of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee
or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section
2.06 of this Indenture and Section 2.2(c) of this Appendix A.


 


(c)                
Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf
of the Depositary.


 


The Company shall execute and the Trustee
shall, in accordance with this Section 2.1(c) and Section 2.02 of this Indenture and pursuant to an Authentication Order,
authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for
such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instructions or held by the Trustee as Custodian.


 


Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf
by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of
a beneficial interest in any Global Note.


 


(d)               
Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of
beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.


 






    2


     


    

 


Section 2.2            Transfer and Exchange.


 


(a)                
Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the
Registrar with a request:


 


(i)  to register the transfer
of such Definitive Notes; or


 


(ii)  to exchange such
Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive
Notes surrendered for transfer or exchange:


 


(1)               
shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the
Company and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing; and


 


(2)               
in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted
Notes Legend, and are accompanied by a certification from the transferor in the form provided on the reverse side of the Form of
Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications
and other information as may be requested pursuant thereto.


 


(b)               
Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note
may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon
receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Registrar, together with:


 


(i)  a certification from
the transferor in the form provided on the reverse side of the Form of Note in Exhibit A for exchange or registration of
transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant
thereto; and


 


(ii) written instructions
directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to such
Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,


 


the Trustee shall cancel such Definitive Note and cause, or
direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and
the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If
the applicable Global Note is not then outstanding, the Company shall issue and the Trustee shall authenticate, upon an Authentication
Order, a new applicable Global Note in the appropriate principal amount.


 


(c)                
Transfer and Exchange of Global Notes.


 


(i)  The transfer and exchange of
Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including
applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the Depositary
therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance
with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited
with a beneficial interest in such Global Note, or another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited
by an amount equal to the beneficial interest in the Global Note being transferred.


 






    3


     


    

 


(ii)  If the proposed transfer is
a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect
on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred
in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and
records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.


 


(iii)  Notwithstanding any other
provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global Note may not
be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.


 


(d)               
Restrictions on Transfer of Global Notes; Voluntary Exchange of Interests in Transfer Restricted Global Notes
for Interests in Unrestricted Global Notes.


 


(i) Transfers by an owner of a beneficial
interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery of such interest through another Restricted
Global Note shall be made in accordance with the Applicable Procedures and the Restricted Notes Legend and only upon receipt by
the Trustee of a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A
for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information
as may be requested pursuant thereto. In addition, in the case of a transfer of a beneficial interest in either a Regulation S
Global Note or a Rule 144A Global Note for an interest in an IAI Global Note, the transferee must furnish a signed letter
substantially in the form of Exhibit B to the Trustee.


 


(ii) During the Distribution Compliance Period,
beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream
in accordance with the Applicable Procedures, the Restricted Notes Legend on such Regulation S Global Note and any applicable securities
laws of any state of the U.S. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial
interest in the Regulation S Global Note to a transferee who takes delivery of such interest through a Rule 144A Global Note
or an IAI Global Note shall be made only in accordance with the Applicable Procedures and the Restricted Notes Legend and upon
receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse
side of the Form of Note in Exhibit A for exchange or registration of transfers. Such written certification shall no
longer be required after the expiration of the Distribution Compliance Period. Upon the expiration of the Distribution Compliance
Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law
and the other terms of the Indenture.


 


(iii) Upon the expiration of the Distribution
Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in an Unrestricted
Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A for an exchange
from a Regulation S Global Note to an Unrestricted Global Note.


 


(iv) Beneficial interests in a Transfer Restricted
Note that is a Rule 144A Global Note or an IAI Global Note may be exchanged for beneficial interests in an Unrestricted Global
Note if the Holder certifies in writing to the Registrar that its request for such exchange is in respect of a transfer made in
reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the Form of Note in Exhibit A)
and/or upon delivery of such legal opinions, certifications and other information as the Company or the Trustee may reasonably
request.


 


(v) If no Unrestricted Global Note is outstanding
at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the Company shall issue and the Trustee shall
authenticate, upon an Authentication Order, a new Unrestricted Global Note in the appropriate principal amount.


 






    4


     


    

 


(e)                
Legends.


 


(i)  Except as permitted by Section 2.2(d)
and this Section 2.2(e) of this Appendix A, each Note certificate evidencing the Global Notes and the Definitive Notes (and
all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each
defined term in the legend being defined as such for purposes of the legend only) (“Restricted Notes Legend”):


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)] [IN THE CASE OF REGULATION S NOTES:
40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND
THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS
DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A
QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S.
PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT.]


 


Each Definitive Note shall bear the following additional legend
(“Definitive Notes Legend”):


 






    5


     


    

 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


Each Global Note shall bear the following additional legend
(“Global Notes Legend”):


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


Each Note shall bear the following additional legend (“ERISA
Legend”):


 


BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF
WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD
THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT
TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S.
OR NON-U.S. FEDERAL, STATE, LOCAL, OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT
OR ARRANGEMENT, OR (2) THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 


(ii)  Upon any sale or transfer of a
Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive Notes Legend and rescind any restriction
on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such
exchange is in respect of a transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
side of the Form of Note in Exhibit A) and provides such legal opinions, certifications and other information as the
Company or the Trustee may reasonably request.


 


(iii) Any Additional Notes sold in a
registered offering shall not be required to bear the Restricted Notes Legend.


 






    6


     


    

 


(f)                 
Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have
either been exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased
or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes,
transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes
represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar (if
it is then the Custodian for such Global Note) with respect to such Global Note, by the Registrar or the Custodian, to reflect
such reduction.


 


(g)               
Obligations with Respect to Transfers and Exchanges of Notes.


 


(i)  To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the
Registrar’s request.


 


(ii) No service charge shall be imposed in
connection with any registration of transfer or exchange (other than pursuant to Section 2.07 of this Indenture), but the Company
may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 4.10, 4.15 and 9.05 of this Indenture).


 


(iii) Prior to the due presentation for registration
of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name
a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and
interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the
Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


(iv)  All Notes issued upon any
transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits
under this Indenture as the Notes surrendered upon such transfer or exchange.


 


(v)  In order to effect any transfer
or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend
and has not been registered under the Securities Act, if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel, in form reasonably acceptable to the Registrar to the effect that no registration under the Securities Act
is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial Holder thereof, shall be
required to be delivered to the Registrar and the Trustee.


 


(h)               
No Obligation of the Trustee.


 


(i)  The Trustee shall have no responsibility
or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other Person with
respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to
any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person
(other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under
or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders
under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case
of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to
the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners.


 


(ii)  The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture
or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 






    7


     


    

 


Section 2.3           Definitive
Notes.


 


(a)                
A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 may be
transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal
amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix
A and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note
or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case,
a successor depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of
such cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the
Depository. In addition, any Affiliate of the Company or any Guarantor that is a beneficial owner of all or part of a Global Note
may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note by providing
a written request to the Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required
by this Indenture or the Company or Trustee.


 


(b)               
Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be
surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall
be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and
registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global
Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) of this Appendix A, bear the
Restricted Notes Legend.


 


(c)                
The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members
and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture
or the Notes.


 


(d)               
In the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company
shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest
coupons.


 






    8


     


    

 


Exhibit A


 


[FORM OF FACE OF NOTE]


 


[Insert the Restricted
Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the Global Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the Definitive
Notes Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the ERISA Legend,
if applicable, pursuant to the provisions of the Indenture.]


 






     A-1


     


    

 


CUSIP [            ]


ISIN [            ]1


 


[RULE 144A][REGULATION S][IAI][GLOBAL] NOTE






6.125% Senior Notes due 2028


 


No. [RA-__] [RS-__][RIAI- ][Up to]2
[$______________]


 


ADAPTHEALTH LLC


 


promises to pay to [CEDE & CO.]3
[_______________] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note
attached hereto]4 [of $_______ (_______
Dollars)]5 on August 1, 2028.


 


Interest Payment Dates: February 1 and August 1


 


Record Dates: January 15 and July 15


 





 






		1	Rule144A Note CUSIP: [00653VAA9]



Rule 144A Note ISIN: [US00653VAA98]


Regulation S Note CUSIP: [U0060VAA3]


Regulation S Note ISIN: [USU0060VAA36]


IAI Note CUSIP: [00653V AB7]


IAI Note ISIN: [US00653VAB7



 





		2	Include in Global Notes.


 





		3	Include in Global Notes.


 





		4	Include in Global Notes.


 





		5	Include in Definitive Notes



 


 






     A-2


     


    

 


IN WITNESS HEREOF, the Company has caused this instrument to be duly executed.


 


Dated:


 


	 	ADAPTHEALTH LLC 
	 
		By:	 
	 	 	Name:
	 	 	Title:


 






     A-3


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes referred to in the within-mentioned
Indenture:


 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 
		By:	 
	 	 	Authorized Signatory


 


Dated:


 






     A-4


     


    

 



 


[Reverse Side of Note]



6.125% Senior Notes due 2028


 


Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.        INTEREST.
AdaptHealth LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal
amount of this Note at 6.125% per annum until but excluding maturity. The Company shall pay interest semi-annually in arrears on
February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including [__________] [__], 20[__]; provided that the first Interest Payment Date shall
be [__________] [__], 20[__]. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes to the extent lawful;
it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes to the
extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.        METHOD
OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered Holders at the close of business on February
1 and August 1 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment Date, even
if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at
the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest and premium,
if any, may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided
that payment by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and
interest on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company
or the Paying Agent at least five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency
of the United States as at the time of payment is legal tender for payment of public and private debts.


 


3.        PAYING
AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, shall act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or
any of its Restricted Subsidiaries may act in any such capacity.


 


4.        INDENTURE.
The Company issued the Notes under an Indenture, dated as of July 29, 2020 (as amended or supplemented from time to time, the “Indenture”),
among AdaptHealth LLC, the other Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes
of the Company designated as its 6.125% Notes due 2028. The Company shall be entitled to issue Additional Notes pursuant to Section 2.01
and 4.09 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of
securities under the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such
terms, and Holders are referred to the Indenture for a statement of such terms. Any term used in this Note that is defined in the
Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


5.        REDEMPTION
AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of certain repurchase events, as further described
in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


6.       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders
shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption or tendered for repurchase in connection with a Change of
Control Offer or Asset Sale Offer, except for the unredeemed portion of any Note being redeemed or repurchased in part.


 






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7.        PERSONS
DEEMED OWNERS. The registered Holder may be treated as its owner for all purposes.


 


8.        AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.


 


9.        DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon the occurrence of
an Event of Default, the rights and obligations of the Company, the Guarantors, the Trustee and the Holders shall be as set forth
in the applicable provisions of the Indenture.


 


10.      AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated
by the manual or electronic signature of the Trustee.


 


11.      GOVERNING
LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


12.      CUSIP
AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Company shall furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made to the Company at the following address:


 


c/o AdaptHealth LLC

220 West Germantown Pike Suite 250


Plymouth Meeting, Pennsylvania 19462

Email: cjoyce@adapthealth.com

Attention: Christopher Joyce



 






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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s
legal name)
	 	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 	 
	 	 
	 	 
	 	 
	(Print or type assignee’s name, address
and zip code)
	and irrevocably appoint	 	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.
	 	 
	Date:	         	 	 
	 	 






	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	Signature Guarantee*:	 	 	 



 


* Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).


 






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CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES


 


This certificate relates to $_________ principal amount of Notes
held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest
in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate
principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with
the Indenture; or



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or
Notes.



 


In connection with any transfer of any of the Notes evidenced
by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to the Company or subsidiary thereof; or



 


		(2)	 ̈	to the Registrar for registration in the name of the Holder, without transfer; or



 


		(3)	 ̈	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);
or



 


		(4)	 ̈	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified
institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant
to and in compliance with Rule 144A; or



 


		(5)	 ̈	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under
the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes
shall be held immediately thereafter through Euroclear or Clearstream); or



 


		(6)	 ̈	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
that has furnished to the Trustee a signed letter containing certain representations and agreements; or



 


		(7)	 ̈	pursuant to Rule 144 under the Securities Act; or



 


		(8)	 ̈	pursuant to another available exemption from registration under the Securities Act.



 


Unless one of the boxes is checked, the Trustee will
refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (5), (6), (7) or (8) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the
Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.


 






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	 	Your Signature
	 	 
	Date: 	 	 	

	 	Signature of Signature

Guarantor


 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that
it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and
that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


	Dated: 	 	 	

	 	NOTICE:	To be executed by an executive officer
	 	Name:	 
	 		 	Title:	 


 


	Signature Guarantee*: 	 	 



 


		*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).



 









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TO BE COMPLETED IF THE HOLDER REQUIRES AN
EXCHANGE FROM A

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE,

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE6


 


The undersigned represents and warrants that either:


 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within
the meaning of Regulation S under the Securities Act); or



 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within
the meaning of Regulation S under the Securities Act) who purchased interests in the Notes pursuant to an exemption from,
or in a transaction not subject to, the registration requirements under the Securities Act; or 



 


		 ̈	the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned
in this Note does not constitute the whole or a part of an unsold allotment to or subscription by such dealer for the Notes.



 


	Dated:	 	 	

	 	 	 	Your Signature


 





 






6 Include only for Regulation S Global Notes.


 






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OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, check the appropriate box below:


 


[   ] Section 4.10 [   ]
Section 4.15


 


If you want to elect to have only part of
this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have
purchased:


 


		$_______________	(integral multiples of $1,000;

provided that the unpurchased

portion must be in a minimum

principal amount of $2,000)



 


Date: _____________________


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	 	Tax Identification No.:	 
	Signature Guarantee*:	 	 	 



 


* Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).





 






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SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE*


 


The initial outstanding principal amount of
this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or
for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have
been made:


 


	Date of Exchange	 	Amount of decrease
 in Principal Amount of

 this Global Note	 	Amount of 

increase
 in Principal
 Amount of 

this
 Global Note	 	Principal 

Amount of
 this Global 

Note
 following

 such
 decrease or 

increase	 	Signature of 

authorized signatory 

of Trustee, Depositary 

or Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 





 






*This schedule should be included only if the Note is issued in global form.


 






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EXHIBIT B


 





FORM OF

TRANSFEREE LETTER OF REPRESENTATION


 


AdaptHealth LLC

220 West Germantown Pike Suite 250


Plymouth Meeting, Pennsylvania 19462

Email: cjoyce@adapthealth.com

Attention: Chris Joyce


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[_______] principal amount of the 6.125% Senior Notes due 2028 (the “Notes”) of AdaptHealth LLC
(the “Company”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


	Name:	 	 



 


	Address:	 	 



 


	Taxpayer ID Number:	 	 



 


The undersigned represents and warrants
to you that:


 


1. We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities
Act”)), purchasing for our own account or for the account of such an institutional “accredited investor”
at least $250,000 principal amount of the Notes, and we are acquiring the Notes, for investment purposes and not with a view to,
or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest
in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting,
are each able to bear the economic risk of our or its investment.


 


2. We understand that the Notes have not
been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.
We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise
transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which
the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only in accordance with the Restricted Notes Legend (as such term is defined in the indenture under
which the Notes were issued) on the Notes and any applicable securities laws of any state of the United States. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver
a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in
violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer,
sale or other transfer prior to the Resale Restriction Termination Date of the Notes with respect to applicable transfers described
in the Restricted Notes Legend to require the delivery of an opinion of counsel, certifications and/or other information satisfactory
to the Company and the Trustee.


 


	 	TRANSFEREE:	 	,



 


	 	by:	 



 








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EXHIBIT C


 





FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


Supplemental Indenture (this “Supplemental
Indenture”), dated as of [__________] [__], 20[__], among __________________ (the “Guaranteeing Subsidiary”),
a subsidiary of AdaptHealth LLC, a Delaware limited liability company (the “Company”), and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, each of the Company and the Guarantors
(as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of July 29, 2020, providing for the issuance of an unlimited aggregate principal amount of 6.125% Senior Notes due 2028
(the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to
which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Company’s Obligations under the Notes and the
Indenture on the terms and conditions set forth herein and under the Indenture; and


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:


 


1.        Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.        Guarantor.
The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable
to Guarantors, including Article 11 thereof.


 


3.        Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.        Waiver
of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE,
THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


5.        Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


 


6.        Headings.
The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 








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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


 


	 	[NAME OF GUARANTEEING SUBSIDIARY]
	 	 
	 	 
	 	By:	                       
	 	 	Name:
	 	 	Title:


 


 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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