Exhibits 10.22


 


May 25, 2020


 


AdaptHealth LLC


220 West Germantown Pike Suite 250


Plymouth Meeting, PA


Attention: Luke McGee, Chief Executive
Officer





 


Joint Commitment Letter


$240,600,000 Incremental Term Facility


 


Ladies and Gentlemen:


 


AdaptHealth LLC, a
Delaware limited liability company (“you” or the “Borrower”) has advised Regions Bank (“Regions
Bank”), Regions Capital Markets, a division of Regions Bank (“RCM” and, together with Regions Bank,
 “Regions”), Citizens Bank, N.A. (“Citizens”), Deutsche Bank AG New York Branch (“DBNY”),
Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY, “DB”), Royal Bank of Canada
(“Royal Bank”) and RBC Capital Markets, LLC (“RBCCM” and, together with Royal Bank,
DB, Citizens and Regions, “we”, “us” or the “Commitment Parties”) that
you intend to acquire (the “Acquisition”), directly or indirectly, the equity interests of an entity previously
identified to us by you as “Eleanor” (the “Target”) pursuant to a Stock Purchase Agreement, dated
as of the date hereof, among, inter alios, the Borrower, the Target and the “Representative” identified therein
(together with all exhibits, schedules, and disclosure letters thereto, collectively, the “Acquisition Agreement”).
You have further advised the Commitment Parties that you intend to finance the Acquisition and the costs and expenses related to
the Transactions (as defined below) with a new $240,600,000 senior secured incremental term loan facility (the “Incremental
Term Facility”), which will be issued under that certain Third Amended and Restated Credit and Guaranty Agreement, dated
as of March 20, 2019 (as amended prior to the date hereof, the “Existing Credit Agreement”) among the Borrower,
the guarantors party thereto, the lenders from time to time party thereto and CIT Finance LLC, as administrative agent (the “Agent”).
The Acquisition, the entering into and funding of the Incremental Term Facility, and all related transactions are hereinafter referred
to, collectively, as the “Transactions”. The date of the initial borrowing under the Incremental Term Facility
is referred to herein as the “Closing Date”.


 


In connection with
the foregoing, (a) Regions Bank is pleased to advise you of its commitment to provide up to $85,300,000 of the Incremental Term
Facility and to act as a co-syndication agent for the Incremental Term Facility, (b) Citizens is pleased to advise you of its commitment
to provide up to $55,300,000 of the Incremental Term Facility and to act as a co-syndication agent for the Incremental Term Facility,
(c) DBNY is pleased to advise you of its commitment to provide up to $50,000,000 of the Incremental Term Facility and to act (directly
or through a designated affiliate thereof) as a co-syndication agent for the Incremental Term Facility, and (d) Royal Bank is pleased
to advise you of its commitment to provide up to $50,000,000 of the Incremental Term Facility and to act as a co-syndication agent
for the Incremental Term Facility, in each case, all upon and subject to the terms and conditions set forth herein and in the Summary
of Principal Terms and Conditions attached hereto as Annex I (the “Term Sheet” and together with this letter,
the “Commitment Letter”). The foregoing commitments of Regions Bank, Citizens, Royal Bank and DBNY (collectively,
in their capacities as lenders, the “Lead Banks”) are several and not joint. RCM, Citizens, DBSI and RBCCM will
serve as joint lead arrangers and joint book runners for the Incremental Term Facility (RCM, Citizens, DBSI and RBCCM, in such
capacities, are collectively referred to herein as the “Lead Arrangers”), and each of the Lead Arrangers is
pleased to advise you of its willingness, in connection with the foregoing commitments of the Lead Banks, to use commercially reasonable
efforts to form a syndicate of financial institutions (together with the Lead Banks, the “Incremental Lenders”)
in consultation with you, for the Incremental Term Facility. It is agreed that in any Information Materials (as defined below)
and all other offering or marketing materials in respect of the Incremental Term Facility, RCM shall have “left side”
designation and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such
 “top left” placement.


 


A.            Terms
and Conditions of the Incremental Term Facility


 


The principal terms
and conditions of the Incremental Term Facility shall include those set forth in the Term Sheet. In addition, the Lead Arrangers,
on behalf of the Incremental Lenders, may require certain other customary terms and conditions found in a credit facility of this
type, which may not be specifically listed in the Term Sheet; provided, however, that all such terms and conditions
shall comply with all the requirements of an “Incremental Term Loan” under, and as defined in, the Existing Credit
Agreement and none of such terms and conditions shall require any consent of the lenders party to the Existing Credit Agreement
other than the Incremental Lenders or require, or result in, any change in the terms and conditions of the Existing Credit Agreement
other than any “Incremental Facility Amendment” as defined therein and amendments, if any, required to add the Incremental
Term Facility as a “Term Loan’ thereunder. Without limiting the foregoing, the terms and conditions of the Incremental
Term Loan Facility shall be no more restrictive, taken as a whole, than those set forth in the Existing Credit Agreement.


 






     


     


    

 


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B.            Syndication


 


The Lead Arrangers
agree to syndicate the Incremental Term Facility. RCM will manage and control all aspects of the syndication of the Incremental
Term Facility in consultation with the Borrower, including the timing of all offers to potential Incremental Lenders, the allocation
of commitments, and the determination of compensation and titles (such as co-agent, managing agent, etc.), if any, given to such
Incremental Lenders (other than the Commitment Parties to the extent set forth in this Commitment Letter). The Borrower agrees
that no additional agents, co-agents, underwriters or arrangers will be appointed, or other titles conferred, without the prior
written consent of RCM and that no Incremental Lender will receive any compensation for its commitment to, or participation in,
the Incremental Term Facility except as expressly set forth in the Term Sheet or the Joint Fee Letter (as defined below), or as
otherwise agreed to and offered by RCM. It is also understood and agreed that the amount and distribution of the fees among the
Incremental Lenders will be at the sole and absolute discretion of Regions.


 


Notwithstanding anything
herein to the contrary, the Lead Arrangers will not syndicate, assign or participate to any Disqualified Institution (as defined
in the Existing Credit Agreement).


 


As consideration for
the undertakings and the obligations of the Commitment Parties hereunder, the Borrower agrees to cooperate in such syndication
process and to take all action as the Lead Arrangers may reasonably request to assist, and to use commercially reasonable efforts
to cause the Target to assist, the Lead Arrangers in forming a syndicate of Incremental Lenders acceptable to the Borrower and
the commitment of the Lead Banks hereunder shall be reduced dollar-for-dollar pro rata as and when corresponding commitments are
received from other Incremental Lenders; provided that, notwithstanding the Lead Arrangers’ right to syndicate the
Incremental Term Facility and receive commitments with respect thereto, (i) the Lead Banks shall not be relieved, released or novated
from their obligations hereunder (including, subject to the satisfaction of the conditions set forth herein, their obligation to
fund the Incremental Term Facility on the Closing Date) in connection with any syndication, assignment or participation of the
Incremental Term Facility, including their commitments in respect thereof, until after the Closing Date has occurred and (ii) unless
you otherwise agree in writing, the Lead Banks shall retain exclusive control over all rights and obligations with respect to their
respective commitments in respect of the Incremental Term Facility, including all rights with respect to consents, modifications,
supplements, waivers and amendments, until after the Closing Date has occurred. The Borrower’s and the Target’s assistance
may include, but not be limited to: (i) providing and causing its advisors to provide the Lead Banks and the other Incremental
Lenders upon request with all information reasonably necessary to complete the syndication, including, but not limited to, information
and evaluations prepared by you, the Target and your and its respective advisors, or on your or its behalf, relating to the transactions
contemplated hereby (including the Projections (as defined below), the “Information”), (ii) assisting in the
preparation of an Information Memorandum (the “Information Memorandum”) and other materials reasonably acceptable
to you to be used in connection with the syndication of the Incremental Term Facility (collectively with the Term Sheet, the “Information
Materials”), (iii) using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers
benefit materially from your and the Target’s existing banking relationships, and (iv) otherwise assisting the Commitment
Parties in their syndication efforts, including by making your officers and advisors, and using commercially reasonable efforts
to make the officers and advisors of the Target and its subsidiaries, available from time to time to attend and make presentations
regarding the business and prospects of the Borrower, the Target and their respective subsidiaries, as appropriate, at one meeting
of prospective Incremental Lenders.


 






     


     


    

 


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C.            Fees


 


The fees payable to
the Commitment Parties in connection with their obligations hereunder are set forth in that certain letter agreement dated the
date hereof, executed by the Commitment Parties and acknowledged and agreed to by the Borrower (the “Joint Fee Letter”).
The obligations of the Commitment Parties pursuant to this Commitment Letter are subject to the execution and delivery of the Joint
Fee Letter by the Borrower, which Joint Fee Letter constitutes an integral part of this Commitment Letter.


 


D.            Conditions
Precedent


 


The undertakings and
obligations of the Commitment Parties under this Commitment Letter are subject solely to satisfaction of the conditions precedent
set forth in the Term Sheet under the heading “Conditions Precedent to Closing” and on Addendum II thereto.


 


E.            Information.


 


The Borrower represents
and warrants (to your knowledge to the extent it relates to the Target) and covenants to the Commitment Parties that (i) all Information,
other than Projections, that has been or will be made available to the Commitment Parties by the Borrower or any of its representatives
(or on your or their behalf), or by the Target or any of its representatives (or on any of their behalf), in connection with any
aspect the transactions contemplated by this Commitment Letter (other than the Projections) is or will be, when furnished, when
taken as a whole, complete and correct in all material respects and does not or will not, when furnished, when taken as a whole,
contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained
therein not materially misleading (after giving effect to all supplements and updates thereto from time to time); (ii) all financial
projections concerning the Borrower, the Target or any of their respective subsidiaries that have been or are hereafter made available
to the Commitment Parties or the other Incremental Lenders by you or any of your representatives (or on your or their behalf) or
by the Target or any of its representatives (or on any of their behalf) (the “Projections”) have been or will
be prepared in good faith based upon reasonable assumptions at the time made, it being understood that such Projections are subject
to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any
particular Projection will be realized, actual results may differ and that such differences may be material. The Borrower agrees
to supplement the Information and the Projections from time to time until the Closing Date so that the representations and warranties
contained in this Section E remain correct in all material respects (or as to information concerning the Target and its
subsidiaries and its business, correct in all material respects to your knowledge). In issuing the commitments and undertakings
hereunder and in arranging and syndicating the Incremental Term Facility, the Commitment Parties shall be entitled to use and rely
on the accuracy of the Information and the Projections without responsibility for independent verification thereof. The Borrower
further represents and warrants that this Commitment Letter has been duly authorized by, and validly executed and delivered by,
the Borrower.


 


The Borrower acknowledges
that the Lead Arrangers on behalf of the Borrower will make available Information Materials to the proposed syndicate of Incremental
Lenders by posting the Information Materials on SyndTrak or another similar electronic system. In connection with the syndication
of the Incremental Term Facility, unless the parties hereto otherwise agree in writing, the Borrower shall be under no obligation
to provide Information Materials suitable for distribution to any prospective Incremental Lender (each, a “Public Lender”)
that has personnel who do not wish to receive material non-public information (within the meaning of the United States federal
securities laws, “MNPI”) with respect to the Borrower, the Target or any of their respective affiliates, or
the respective securities of any of the foregoing. The Borrower agrees, however, that the definitive credit documentation will
contain provisions concerning Information Materials to be provided to Public Lenders and the absence of MNPI therefrom. Prior to
distribution of Information Materials to prospective Incremental Lenders, the Borrower shall provide the Lead Arrangers with a
customary letter authorizing the dissemination thereof.


 


The Borrower authorizes
the Lead Arrangers and their affiliates, including the Lead Banks, to share with each other, and to use, credit and other confidential
or non-public information regarding the Borrower, the Target and their respective subsidiaries to the extent permitted by applicable
laws and regulations and for the purpose of performing their obligations under this Commitment Letter and the Incremental Term
Facility.


 






     


     


    

 


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F.            Indemnities,
Expenses, Etc.


 


1.           Indemnification.
The Borrower agrees to indemnify and hold harmless each Commitment Party, each Incremental Lender, each of their respective affiliates
and the respective directors, officers, employees, agents, representatives, legal counsel, and consultants of each of the foregoing
(each, an “Indemnified Person”) against, and to reimburse each Indemnified Person upon its demand for, any losses,
claims, damages, liabilities or reasonable and documented expenses (including, without limitation, the legal expenses of one firm
of counsel for all Indemnified Persons, taken as a whole, and if necessary, of a single local counsel in each appropriate jurisdiction
(which may include a single special counsel acting in multiple jurisdictions (and, in the case of an actual or reasonably perceived
conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and
thereafter retains its own counsel, of another firm of counsel for each group of similarly affected Indemnified Persons in each
relevant jurisdiction)) of any kind or nature (“Losses”) incurred by such Indemnified Person or asserted against
such Indemnified Person by any third party or by the Borrower or any of its subsidiaries, insofar as such Losses arise out of or
in any way relate to or result from this Commitment Letter, the Joint Fee Letter, the financings and other transactions contemplated
by this Commitment Letter (including, without limitation, the performance by any Indemnified Person of its obligations hereunder)
or the use of the proceeds of the Incremental Term Facility, including, without limitation, (i) all Losses arising out of any legal
proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto, and whether or not such
proceeding is brought by or on behalf of you, any of your affiliates or equity holders) and (ii) Losses that arise out of untrue
statements made or statements omitted to be made by the Borrower, or with the Borrower’s consent or in conformity with the
Borrower’s actions or omissions, in each case whether or not such Indemnified Person is a party to any such proceeding and
whether or not such proceeding is brought by or on behalf of you, any of your affiliates or equity holders; provided that
the Borrower shall not be liable to an Indemnified Person pursuant to this indemnity for any Losses to the extent that a court
having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Loss resulted
from the gross negligence or willful misconduct of such Indemnified Person, or the material breach by such Indemnified Person of
its obligations under this Commitment Letter or the Term Sheet. The Borrower also agrees that no Indemnified Person shall have
any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its subsidiaries or affiliates
or to its respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions
contemplated hereby, except solely to you, and then solely to the extent of your direct, as opposed to special, indirect, consequential
or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such
Indemnified Person’s gross negligence or willful misconduct, or the material breach by such Indemnified Person of its obligations
under this Commitment Letter or the Term Sheet. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person
shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications
or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnified Person, or the material breach by such Indemnified Person of its obligations under this Commitment
Letter or the Term Sheet, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.
The Borrower shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld,
conditioned or delayed), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person
is a party and indemnity has been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that are the subject matter of such indemnity.


 


2.           Expenses.
In further consideration of the commitments and undertakings of the Commitment Parties hereunder, and recognizing that in connection
herewith the Commitment Parties will be incurring certain costs and expenses (including, without limitation, fees and disbursements
of counsel, and costs and expenses for due diligence, syndication, transportation, duplication, mailings, messenger services, dedicated
web page on the internet for the transactions contemplated by this Commitment Letter, appraisal, audit, and insurance), the Borrower
hereby agrees to pay, or to reimburse the Commitment Parties on demand for, all such reasonable, documented, out-of-pocket costs
and expenses (whether incurred before or after the date hereof), regardless of whether any of the transactions contemplated hereby
are consummated. The Borrower also agrees to pay all costs and expenses of the Commitment Parties (including, without limitation,
fees and disbursements of counsel) incurred in connection with the enforcement of any of its rights and remedies hereunder.


 






     


     


    

 


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G.           Miscellaneous


 


1.            Effectiveness.
This Commitment Letter shall constitute a binding obligation of the Commitment Parties for all purposes immediately upon the acceptance
hereof by the Borrower in the manner specified below. Notwithstanding any other provision of this Commitment Letter, the commitments
and undertakings of the Commitment Parties set forth herein shall not be or become effective for any purpose unless and until this
Commitment Letter and the Joint Fee Letter shall have been accepted by the Borrower in the manner specified below.


 


2.           Termination.
Unless this Commitment Letter and the Joint Fee Letter have been executed by the Borrower and delivered to the Lead Arrangers,
prior to 5:00 p.m., Eastern time, on May 25, 2020, the commitments and obligations of the Commitment Parties under this Commitment
Letter shall terminate on such date. If this Commitment Letter and the Joint Fee Letter are executed and delivered by the Borrower
to the Lead Arrangers, in accordance with the preceding sentence, all commitments and undertakings of the Commitment Parties hereunder
shall terminate on the earliest of: (a) September 22, 2020 (as such date may be extended for a period not to exceed 30 days pursuant
to the second proviso to Section 13.01(b)(iii) of the Acquisition Agreement as in effect on the date hereof), unless the definitive
legal documents related to the Incremental Term Facility have been executed and delivered on or prior to such date (it being agreed
that the parties hereto will work diligently to achieve this schedule); (b) the closing of the Acquisition without the use of the
Incremental Term Facility; (c) the acceptance by the Target or any of its affiliates of an offer for all, or any substantial part,
of the capital stock or property and assets of the Target and its subsidiaries, other than as part of the Transactions; and (d) the
termination of the Acquisition Agreement prior to the consummation of the Transactions. In consideration of the time and resources
that the Commitment Parties will devote to the Incremental Term Facility, you agree that, until such expiration, you will not,
and will cause the Target not to, solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering,
placement or arrangement of any competing senior credit facility or facilities for the Borrower and its subsidiaries with respect
to the matters addressed in this Commitment Letter (other than any bank financing with respect to which RCM shall act as the “left”
lead arranger and bookrunner). Furthermore, by acceptance of this Commitment Letter, any other commitments outstanding with respect
to the Incremental Term Facility by any Commitment Party will be terminated.


 


3.            No
Third-Party Beneficiaries. This Commitment Letter is solely for the benefit of the Borrower, the Commitment Parties and the
Indemnified Persons; no provision hereof shall be deemed to confer rights on any other person or entity.


 


4.            No
Assignment; Amendment. This Commitment Letter and the Joint Fee Letter may not be assigned by the Borrower or any Commitment
Party to any other person or entity; provided that, without limiting the foregoing restriction, all of the obligations of
the Borrower hereunder and under the Joint Fee Letter shall be binding upon the successors and assigns of the Borrower and the
Commitment Parties, respectively. No amendment, waiver or modification of any provision hereof shall in any event be effective
unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which
given. The section headings contained herein have been inserted as a matter of convenience of reference and are not part of this
Commitment Letter.


 


5.            Use
of Name and Information. The Borrower agrees that any references to any Commitment Party or any of their respective affiliates
made in connection with the Incremental Term Facility are subject to the prior approval of such Commitment Party. With your prior
consent (which consent shall not be unreasonably withheld, conditioned or delayed) each Commitment Party shall be permitted to
use information related to the syndication and arrangement of the Incremental Term Facility in connection with marketing, press
releases or other transactional announcements or updates provided to investor or trade publications; including, but not limited
to, the placement of “tombstone” advertisements in publications of its choice at its own expense. Notwithstanding the
foregoing, you hereby authorize the Commitment Parties to download copies of the Borrower’s, the Target’s and their
respective subsidiaries’ logos from their respective websites, use copies thereof in IntraLinks, SyndTrak or similar workspaces
established by the Lead Arrangers to syndicate the Incremental Term Facility and use such logos on any confidential information
memoranda, presentations and other marketing materials prepared in connection with the syndication of the Incremental Term Facility
as provided in Section E of this Commitment Letter. You also agree that we may use such logos and other publicly available
information in customary marketing materials, including pitch books, describing our services to the Borrower, the Target and their
respective subsidiaries.


 






     


     


    

 


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6.           GOVERNING
LAW. THIS COMMITMENT LETTER AND THE JOINT FEE LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF; provided, however, that the laws of the
State of Delaware shall govern in determining the interpretation of the definition of “Material Adverse Effect” (as
defined in the Purchase Agreement) and whether or not a “Material Adverse Effect” has occurred.


 


7.            WAIVER
OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER AND EACH COMMITMENT PARTY WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS COMMITMENT LETTER, THE JOINT FEE LETTER OR ANY OTHER DOCUMENTS
CONTEMPLATED HEREBY. The Borrower irrevocably and unconditionally submits to the exclusive jurisdiction of any state court
in the State of New York or the United States District Court for the Southern District of New York for the purpose of any suit,
action or proceeding arising out of or relating to this Commitment Letter or the Joint Fee Letter. Each of the Borrower and each
Commitment Party irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding has been brought in any such court and any claim
that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or
proceeding brought in any such court may be enforced in any other courts to whose jurisdiction the Borrower or the Commitment Parties
are or may be subject, by suit upon judgment.


 


8.            Survival.
The obligations and agreements of the Borrower and the Commitment Parties contained in the last paragraph of Section E,
Section F, and paragraphs 2, 6, 7, and 9 of this Section G shall survive the expiration and termination of this Commitment
Letter.


 


9.            Confidentiality.
The Borrower will not disclose or permit disclosure of this Commitment Letter, the Joint Fee Letter nor the contents of the foregoing
to any person or entity (including, without limitation, any Incremental Lender other than any Lead Bank), either directly or indirectly,
orally or in writing, except (i) to the Borrower’s officers, directors, agents and legal counsel who are directly involved
in the transactions contemplated hereby, in each case on a confidential basis or (ii) as required by law (in which case the Borrower
agrees to inform the Commitment Parties promptly thereof); provided, however, it is understood and agreed that the
Borrower may disclose this Commitment Letter (including the Term Sheet) but not the Joint Fee Letter after your acceptance of this
Commitment Letter and the Joint Fee Letter, (a) to the Target (including any shareholder representative), its subsidiaries and
their respective officers, directors, agents, employees, attorneys, accountants, advisors, or controlling persons or equity holders,
on a confidential and need-to-know basis, (b) to the Agent and its officers, directors, agents, employees, attorneys, accountants
and advisors, and (c) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock
exchanges; provided, further that, to the extent portions thereof have been redacted in a customary manner (including
the portions thereof addressing fees payable to the Commitments Parties and/or the Incremental Lenders and any economic flex terms)
reasonably satisfactory to the Lead Arrangers, you may disclose the Joint Fee Letter and the contents thereof to the Target (including
any shareholder representative), its subsidiaries and its and their respective officers, directors, agents, employees, attorneys,
accountants, advisors, or controlling persons or equity holders, on a confidential and need-to-know basis. The Commitment Parties
hereby notify the Borrower that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law
October 26, 2001) (the “Patriot Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”),
the Commitment Parties and their affiliates are required to obtain, verify and record information that identifies the Borrower,
the Target and its and their respective subsidiaries, which information includes the name, address, tax identification number and
other information regarding the Borrower, the Target and its and their respective subsidiaries that will allow the Commitment Parties
to identify the Borrower, the Target and its and their respective subsidiaries in accordance with the Patriot Act. This notice
is given in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation and is effective for the
Commitment Parties and their affiliates.


 






     


     


    

 


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The Commitment Parties
shall use all nonpublic information provided to them by or on behalf of you hereunder solely for the purpose of providing the services
which are the subject of this Commitment Letter and otherwise in connection with the Transactions and shall treat confidentially
all such information; provided, however, that nothing herein shall prevent the Commitment Parties from disclosing
any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative
proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment Parties agree
to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation), (ii) upon the
request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates
(in which case the Commitment Parties shall, except with respect to any audit or examination conducted by bank accountants or any
governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, inform you promptly thereof
prior to such disclosure to the extent not prohibited by law, rule or regulation), (iii) to the extent that such information becomes
publicly available other than by reason of disclosure in violation of this Commitment Letter by the Commitment Parties or any of
its affiliates or any related parties thereto, (iv) to the Commitment Parties’ affiliates and the Commitment Parties’
and such affiliates’ directors, officers, employees, legal counsel, independent auditors and other experts or agents who
need to know such information in connection with the Transactions and are informed of the confidential nature of such information,
(v) for purposes of establishing a “due diligence” defense, (vi) to the extent that such information is received by
the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations
to you, (vii) to the extent that such information is independently developed by the Commitment Parties, (viii) to potential Lenders,
participants or assignees or any hedge provider or prospective hedge provider (or their advisors); provided that the disclosure
of any such information to any such parties shall be made subject to the acknowledgment and acceptance by such counterparty (and
their advisors, as applicable) that such information is being disseminated on a confidential basis (on substantially the terms
set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party) in accordance with customary
market standards for dissemination of such type of information and (ix) to market data collectors, similar services providers to
the lending industry, and service providers to the Commitment Parties and the Lenders in connection with the administration and
management of the Incremental Term Facility; provided that such information referred to in this clause (ix) is limited to
the existence of this Commitment Letter and information about the Incremental Term Facility. This paragraph shall terminate on
the earlier of the second anniversary of the date hereof and the Closing Date.


 


10.         Counterparts.
This Commitment Letter and the Joint Fee Letter may be executed in any number of separate counterparts, each of which shall collectively
and separately constitute one agreement. Delivery of a counterpart hereof via facsimile, email or other electronic transmission
shall be as effective as delivery of a manually executed counterpart hereof.


 


11.         No
Fiduciary Duty. The Borrower acknowledges and agrees that (i) the commitment to and syndication of the Incremental Term Facility
pursuant to this Commitment Letter are an arm’s-length commercial transaction between the Borrower, on the one hand, and
the Commitment Parties and, if applicable, their affiliates, on the other, and you are capable of evaluating and understanding,
and do understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (ii)
in connection with the transactions contemplated hereby and the process leading to such transactions, each Commitment Party and
its applicable affiliates (as the case may be) is acting and has been acting solely as a principal and is not the agent or fiduciary
of the Borrower, the Target or their respective affiliates, stockholders, creditors, employees or any other party, (iii) the Commitment
Parties and their applicable affiliates (as the case may be) have not assumed an advisory responsibility or fiduciary duty in favor
of the Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any
Commitment Party or any of their respective affiliates has advised or are currently advising the Borrower on other matters) and
no Commitment Party has any obligation to the Borrower except those expressly set forth in this Commitment Letter, (iv) each Commitment
Party and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those
of the Borrower, the Target and their respective affiliates, and no Commitment Party shall have any obligation to disclose any
of such interests by virtue of any fiduciary or advisory relationship as a consequence of this Commitment Letter, (v) no Commitment
Party has provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby
and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The
Borrower waives and releases, to the fullest extent permitted by law, any claims that it may have against each Commitment Party
with respect to any breach or alleged breach of fiduciary duty as a consequence of this Commitment Letter.


 






     


     


    

 


AdaptHealth LLC


Page 8


 


12.          Entire
Agreement. Upon acceptance by the Borrower as provided herein, this Commitment Letter and the Joint Fee Letter referenced herein
shall supersede all understandings and agreements between the parties to this Commitment Letter in respect of the transactions
contemplated hereby. Those matters that are not covered or made clear herein or in the Term Sheet or the Joint Fee Letter are subject
to mutual agreement of the parties hereto and thereto. Each of the parties hereto agrees that this Commitment Letter and the Joint
Fee Letter referenced herein are binding and enforceable agreements with respect to the subject matter contained herein, including
an agreement to negotiate in good faith the documentation with respect to the Incremental Term Facility by the parties hereto in
a manner consistent with this Commitment Letter.


 


[Signatures on Following Page]


 






     


     


    




 


We look forward to working with you on
this important transaction.


 


	 	Very truly yours,
	 	 	 
	 	REGIONS BANK
	 	 	 
	 	By:	/s/ Ned Spitzer
	 	Name: Ned Spitzer
	 	Title: Managing Director
	 	 	 
	 	REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK
	 	 	 
	 	By: 	/s/ D. Clay Hall
	 	Name: D. Clay Hall
	 	Title: Managing Director
	 	 	 
	 	CITIZENS BANK, N.A.
	 	 	 
	 	By: 	/s/ Jamie Harbeson
	 	Name: Jamie Harbeson
	 	Title: Director
	 	 	 
	 	By: 	/s/ Tricia E. Lebo
	 	Name: Tricia E. Lebo
	 	Title: Managing Director
	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 	 
	 	By:	/s/ Yumi Okabe
	 	Name: Yumi Okabe
	 	Title: Vice President
	 	 	 
	 	By:	/s/ Suzan Onal
	 	Name: Suzan Onal
	 	Title: Vice President
	 	 	 
	 	DEUTSCHE BANK SECURITIES INC.
	 	 	 
	 	By:	/s/ Yumi Okabe
	 	Name: Yumi Okabe
	 	Title: Vice President
	 	 	 
	 	By:	/s/ Suzan Onal
	 	Name: Suzan Onal
	 	Title: Vice President
	 	 	 
	 	ROYAL BANK OF CANADA
	 	 	 
	 	By:	/s/ Charles D. Smith
	 	Name: Charles D. Smith
	 	Title: Co-Head, U.S. Leveraged Finance



 


JOINT COMMITMENT LETTER


ADAPTHEALTH LLC


 






     


     


    

 


		RBC CAPITAL MARKETS, LLC
	 	 	 
	 	By:	/s/ Charles D. Smith
	 	Name: Charles D. Smith
	 	Title: Co-Head, U.S. Leveraged Finance







 





JOINT COMMITMENT LETTER


ADAPTHEALTH LLC


 







     


     


    

 


	ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:	 
	 	 
	ADAPTHEALTH LLC,	 
	a Delaware limited liability company	 
	 	 
	By:	/s/ Luke McGee	 
	Name: Luke McGee	 
	Title: Chief Executive Officer	 



 





JOINT COMMITMENT LETTER


ADAPTHEALTH LLC


 







     


     


    




 


ANNEX I


Summary of Principal Terms and Conditions
of


AdaptHealth LLC 


$240,600,000 Incremental Term Facility


 


Capitalized terms
not otherwise defined herein have the same meanings as specified therefor in the Existing Credit Agreement. 


 


	Borrower:	AdaptHealth LLC, a Delaware limited liability company (the “Borrower”).
	 	 
	Guarantors:	The Guarantors identified in Existing Credit Agreement shall guaranty the Incremental Term Facility (together with the Borrower, the “Loan Parties”).  
	 	 
	Administrative 	 
	Agent:	CIT Finance LLC acts as sole administrative agent for the Existing Credit Agreement (the “Agent”).
	 	 
	Co-Syndication Agents:	Regions Bank (“Regions”), Citizens Bank, N.A. (“Citizens”), Deutsche Bank Securities Inc. (“DBSI”) and Royal Bank of Canada (“Royal Bank”) will act as co-syndication agents for the Incremental Term Facility. 
	 	 
	Joint Lead Arrangers 	 
	and Joint Bookrunners:	Regions Capital Markets, a division of Regions Bank, Citizens, DBSI and RBC Capital Markets, LLC will act as joint lead arrangers and joint bookrunners (the “Lead Arrangers”) for the Incremental Term Facility.
	 	 
	Incremental Lenders:	Regions, Citizens, Deutsche Bank AG New York Branch and Royal Bank and a syndicate of financial institutions acceptable to the Lead Arrangers and the Agent, in consultation with the Borrower (together, the “Incremental Lenders”).
	 	 
	Incremental Term 	 
	Facility:	An Incremental Term Facility in an aggregate principal amount of $240,600,000 will be issued under the Existing Credit Agreement.  The Existing Credit Agreement shall be amended to add the Incremental Term Facility as an additional term loan tranche having the terms set forth herein.  The Incremental Term Facility shall share ratably in the benefits of the Existing Credit Agreement and the other Loan Documents with the other outstanding Obligations.   
	 	 
	Existing Facilities:	Senior secured credit facilities (the “Existing Facilities”) in the initial aggregate principal amount of $425,000,000, consisting of the following: 
	 	 
	 	(a) a revolving credit facility in an initial aggregate principal amount of $75,000,000, which includes a $6,000,000 sublimit for the issuance of letters of credit and a $5,000,000 sublimit for swingline loans; 
	 	 
	 	(b) a term loan facility in an initial aggregate principal amount of $300,000,000 (the “Initial Term Loan”); and 



 






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	 	(c) a delayed draw term loan in an initial aggregate principal amount of $100,000,000 (the “Existing DDTL”, and, together with the Initial Term Loan, the “Existing Term Facility”). 
	 	 
	 	The Incremental Term Facility and the Existing Facilities are collectively referred to herein as the “Senior Credit Facility”. 
	 	 
	Purpose:	Proceeds of the Incremental Term Facility shall be used (i) to finance in part the Acquisition and (ii) to pay transaction fees, costs and expenses related to the Transactions.
	 	 
	Closing Date:	The date of execution of definitive documentation for the Incremental Term Facility (the “Closing Date”).
	 	 
	Interest Rates:	As set forth in Addendum I hereto.
	 	 
	Maturity Date:	The Incremental Term Facility shall be subject to repayment according to the Scheduled Amortization (as hereinafter defined), with the final payment of all amounts outstanding, plus accrued interest, being due on March 20, 2024 (being the “Term Loan Maturity Date” under the Existing Credit Agreement).
	 	 
	Scheduled Amortization:	The Incremental Term Facility will be subject to quarterly amortization of principal, with 2.5% of the initial aggregate Incremental Term Facility to be payable in the first year following the Closing Date and 5.0% of the initial aggregate Incremental Term Facility to be payable in each year following the first anniversary the Closing Date (collectively, the “Scheduled Amortization”).
	 	 
	Increase in the 	 
	Senior Credit Facility:	As set forth in the Existing Credit Agreement. 
	 	 
	 	 
	Collateral:	The Collateral (as set forth in the Existing Credit Agreement and the Loan Documents) shall ratably secure the relevant party’s obligations in respect of the Senior Credit Facility, including the Incremental Term Facility, and any treasury management, interest protection or other hedging arrangements entered into by any Loan Party with a Lender (or an affiliate thereof).
	 	 
	Voluntary Prepayments 	 
	and Commitment 	 
	Reductions:	As set forth in the Existing Credit Agreement, provided, that prepayments of the Incremental Term Facility shall be pro rata with the Existing Term Facility. 
	 	 
	Mandatory Prepayments 	 
	and Commitment 	 
	Reductions:	The Incremental Term Facility shall share pro rata with the Existing Term Facility with respect to mandatory prepayments set forth in the Existing Credit Agreement.  



 






    	Confidential	2	 



     


    

 


	Conditions Precedent 	 
	to Closing:	The closing and funding of the Incremental Term Facility on the Closing Date shall be conditioned only upon the conditions set forth in paragraph D of the Commitment Letter to which this Summary of Principal Terms and Conditions is attached (the “Commitment Letter”) and those conditions set forth on Addendum II hereto.  
	 	 
	Representations 	 
	and Warranties:	As set forth in the Existing Credit Agreement.
	 	 
	Covenants:	As set forth in the Existing Credit Agreement.  
	 	 
	Events of Default:	As set forth in the Existing Credit Agreement. 
	 	 
	Participations and 	 
	Assignments:	As set forth in the Existing Credit Agreement.  
	 	 
	Waivers and 	 
	Amendments:	As set forth in the Existing Credit Agreement.  
	 	 
	Governing Law:	As set forth in the Existing Credit Agreement.



 






    	Confidential	3	 



     


    




 


ADDENDUM I


PRICING, FEES AND EXPENSES


 


	Interest Rates:	Interest rates per annum applicable to the Incremental Term Facility will be LIBOR plus the Applicable Margin (as hereinafter defined) or, at the option of the Borrower, the Base Rate plus the Applicable Margin.  “Applicable Margin” means with respect to the Incremental Term Facility, (a) until delivery to the Agent of the financial statements for the fiscal quarter ending September 30, 2020, 3.50% per annum, in the case of LIBOR loans, and 2.50% per annum, in the case of Base Rate loans, and (b) thereafter, a percentage per annum to be determined in accordance with the pricing grid set forth below, based on the Consolidated Total Leverage Ratio. 
	 	 
	 	The Borrower may select interest periods as set forth in the Existing Credit Agreement for LIBOR loans. Interest shall be payable and default rate interest shall be as set forth in the Existing Credit Agreement. 
	 	 
	Calculation of 	 
	Interest and Fees:	All calculations of interest and fees shall be as set forth in the Existing Credit Agreement. 
	 	 
	Cost and Yield 	 
	Protection:	As set forth in the Existing Credit Agreement. 
	 	 
	Expenses:	The Borrower will pay all reasonable costs and expenses associated with the preparation, due diligence, administration, syndication and closing of all loan documentation with respect to the Incremental Term Facility, including, without limitation, the legal fees of counsel to the Lead Arrangers, regardless of whether or not the Incremental Term Facility is closed, as and to the extent set forth in the Commitment Letter.  The Borrower will also pay the expenses of the Agent and each Incremental Lender in connection with the enforcement of any of the loan documentation with respect to the Incremental Term Facility as and to the extent set forth in the Existing Credit Agreement.
	 	 
	Pricing:	The Applicable Margin for loans under the Incremental Term Facility, for any fiscal quarter, shall be the applicable rate per annum set forth in the table below opposite the Consolidated Total Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter.  



 





PRICING GRID


 


	Pricing Tier	Consolidated Total 

Leverage Ratio	Applicable Margin for 

LIBOR Loans	Applicable Margin 

for Base Rate Loans
	I	< 1.75:1.0	2.75%	1.75%
	II	> 1.75:1.0 but < 2.00:1.0	3.00%	2.00%
	III	> 2.00:1.0 but < 2.50:1.0	3.25%	2.25%
	IV	> 2.50:1.0 but < 3.00:1.0	3.50%	2.50%
	V	> 3.00:1.0	3.75%	2.75%


 






    	Confidential	I-1	 



     


    

 


ADDENDUM II


SUMMARY OF ADDITIONAL CONDITIONS


 


The initial borrowings
under the Incremental Term Facility shall be subject to the following conditions:


 


		1.	The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing
under the Incremental Term Facility, shall be consummated, in all material respects in accordance with the terms of the Acquisition
Agreement, without giving effect to any amendments, consents or waivers by you thereto that are materially adverse to the Incremental
Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed
or conditioned) (it being understood that (a) any increase in the purchase price of, or consideration for, the Acquisition is not
materially adverse to the interests of the Incremental Lenders or the Lead Arrangers so long as such increase is not financed with
the proceeds of indebtedness of the Borrower and its subsidiaries other than the Existing Facilities and (b) any substantive amendment
to the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement) is materially adverse to the
interests of the Incremental Lenders and the Lead Arrangers).



 


		2.	All of the representations and warranties contained in the Loan Documents shall be true and correct
in all material respects (or, in all respects, if already qualified by materiality).



 


		3.	No Default or Event of Default under the Existing Credit Agreement has occurred and is continuing
immediately prior to or after giving effect to the Incremental Term Facility.



 


		4.	Receipt by the Agent of a Pro Forma Compliance Certificate demonstrating that, after giving effect
to incurrence of the Incremental Term Facility and the consummation of the Acquisition on a pro forma basis (i) the Loan Parties
will be in compliance with the financial covenants set forth in Article 8 of the Existing Credit Agreement for the most recently
completed four fiscal quarter period and (ii) the Consolidated Total Leverage Ratio (calculated on a pro forma basis) as of the
end of the most recently completed four fiscal quarter period would not be greater than 3.00:1.00.



 


		5.	All existing indebtedness of the Target and its subsidiaries, other than indebtedness permitted
to remain outstanding pursuant to the Existing Credit Agreement as if the Target was a party thereto, shall have been repaid, or
substantially simultaneously with the initial borrowing under the Incremental Term Facility, shall be repaid and all liens related
to such indebtedness shall be terminated.



 


		6.	Since December 31, 2019, there shall not have occurred a “Material Adverse Effect”
(as defined in the Acquisition Agreement).



 


		7.	The Agent and the Lead Arrangers shall have received at least five (5) business days prior to the
Closing Date, and be satisfied with, all documentation and other information about the Borrower and the Guarantors as has been
reasonably requested in writing at least ten (10) business days prior to the Closing Date by the Agent or the Lead Arrangers that
they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the Patriot Act and the Beneficial Ownership Regulation) (including,
if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding
beneficial ownership required by the Beneficial Ownership Regulation).



 









    	Confidential	II-1	 



     


    

 


		8.	The execution and delivery of (i) the definitive documentation for the Incremental Term Facility,
which shall, in each case, be consistent with the Commitment Letter and Term Sheet and (ii) customary legal opinions, customary
evidence of authorization and any third party consents, customary officer’s certificates, a customary borrowing notice, good
standing certificates (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantor and a solvency
certificate of the Borrower’s chief financial officer or other officer with equivalent duties, which shall, in each case,
be consistent with those delivered in connection with the Existing Credit Agreement.



 


		9.	The Lead Arrangers shall have received (i) a pro forma consolidated balance sheet and related pro
forma consolidated statement of income, shareholders’ equity and cash flows of the Borrower as of April 30, 2020
and as of the last day of each month ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions
as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in
the case of such statement of income) and (ii) a pro forma organizational chart, including disclosures as to each entity that will
incur Indebtedness in connection with the Transactions.



 


		10.	The Lead Arrangers shall have received the audited balance sheet of the Target as of December 31,
2019 and the related audited statements of income, shareholders’ equity and cash flows for the year then ended, and the related
notes to the financial statements.



 


		11.	The Lead Arrangers shall have received evidence that the net cash proceeds of any equity contribution
in a direct or indirect parent of the Borrower (the proceeds of which are intended to be used to consummate the Acquisition) shall
have been contributed to the Borrower in amount sufficient to consummate the Acquisition.



 


		12.	The Lead Arrangers shall have received evidence that the Agent has consented to Deutsche Bank AG
New York Branch and Royal Bank as Additional Lenders.



 


		13.	The Closing Date shall not occur prior to June 30, 2020.



 


		14.	All fees required to be paid on the Closing Date pursuant to the Joint Fee Letter and reasonable
out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, shall have been paid.



 






    	Confidential	II-2