Exhibit 10.24 


 


EXECUTION VERSION 


 


AMENDMENT NO. 1
TO


STOCK PURCHASE AGREEMENT AND AGREEMENT
AND PLAN OF MERGER


 


THIS AMENDMENT NO.
1 (this “Amendment”) dated as of June 24, 2020 amends the Stock Purchase Agreement and Agreement and Plan of
Merger, dated as of May 25, 2020 (as amended, modified, supplemented or waived from time to time in accordance with its terms,
the “Agreement”), by and among AdaptHealth LLC, a Delaware limited liability company (“Buyer”),
AdaptHealth Corp., a Delaware corporation, Eleanor Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary
of Buyer, Solara Holdings, LLC, a Delaware limited liability company, LCP Solara Blocker Seller, LLC, a Delaware limited liability
company, in its capacity as Blocker Seller and the Representative (each as defined in the Agreement). Capitalized terms used and
not defined herein shall have the meanings ascribed to them in the Agreement.


 


WHEREAS, the parties
to the Agreement desire to amend certain provisions of the Agreement that contain scrivener’s errors, as set forth herein;
and


 


WHEREAS, pursuant to
Section 15.04 of the Agreement, any modification or amendment of the Agreement may only be effected by a written instrument executed
by Buyer and the Representative.


 


NOW, THEREFORE, in
consideration of the premises of this Amendment and the agreements set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer and the Representative, intending to be legally bound, agree
as follows:


 


1.            
LLC Agreement. The definition of “LLC Agreement” contained in Section 12.01 of the Agreement is hereby
amended and restated in its entirety to read as follows:


 


““LLC Agreement”
means that Second Amended and Restated Limited Liability Company Agreement of the Company, dated May 31, 2018.”


 


2.            
Funded Debt. Clause (f) of the definition of “Funded Debt” contained in Section 12.01 of the Agreement
is hereby amended and restated in its entirety to read as follows:


 


“(f) any capitalized
lease obligation, as determined under GAAP,”


 


3.            
The Agreement is amended only as expressly provided in this Amendment and shall otherwise remain in full force and effect.
From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference
to the Agreement as amended hereby. All references in the Agreement to the “date hereof” or the “date of this
Agreement” shall refer to May 25, 2020. Without limiting any other provision of this Amendment, the parties hereto agree
that the provisions of Article XV of the Agreement, as applicable, are incorporated herein by reference, mutatis mutandis.


 


 


*     *     *     *     *


 









     


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Amendment to be executed as of the day and year first above written.


 


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




 


Signature Page
to Amendment No. 1 to Stock Purchase Agreement and Agreement and Plan of Merger


 






     


     


    

 





	 	REPRESENTATIVE:
	 	 
	 	LCP SOLARA BLOCKER SELLER,
    LLC
	 	 
	 	By:	  /s/ Michael Bernard
	 	Name: Michael Bernard
	 	Title: President, Secretary and Treasury




 


Signature Page
to Amendment No. 1 to Stock Purchase Agreement and Agreement and Plan of Merger