Exhibit 4.1


 


Execution
Version


 


AMENDMENT
TO

REGISTRATION RIGHTS AGREEMENT


 


This AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT (this “Amendment”) is made as of June 24, 2020 (the “Amendment Date”)
and amends that certain Registration Rights Agreement, dated as of November 8, 2019 (the “Original Agreement”),
by and among AdaptHealth Corp., a Delaware corporation (“Pubco”), and certain of its shareholders party
thereto (each a “Investor” and, collectively, the “Investors”). Capitalized
terms used but not otherwise defined herein are defined in the Original Agreement.


 


RECITALS:


 


WHEREAS, pursuant
to Section 13(d) of the Original Agreement, an amendment signed by Pubco and the holders of a majority of the Registrable Securities,
will be binding on all Investors, whether or not party thereto; and


 


WHEREAS, Pubco
and the holders of a majority of the Registrable Securities desire to amend the Original Agreement as set forth herein.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the parties hereto hereby agree and, pursuant to Section
13(d) of the Original Agreement, all other Investors not party hereto are hereby deemed to agree as follows:


 






    


     


    

 


1.                 
 Existing Registration Statement. The parties hereto acknowledge and agree that, (i) prior
to the date hereof, Pubco filed with the Commission a Registration Statement on Form S-1 for an offering to be made on a delayed
or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Investors of all
of the Registrable Securities held by the Investors (the “Existing Resale Shelf Registration Statement”);
and (ii) from and after the consummation of the Exchange (as defined in the Exchange Agreement, dated as of the date hereof (the
 “Exchange Agreement”), between the Company and Deerfield Private Design Fund
IV, L.P.), the shares of Common Stock covered by the Existing Resale Shelf Registration Statement shall include the shares of Common
Stock (the “Conversion Shares”) issuable upon conversion of the Series
B-1 Convertible Preferred Stock of the Company issued to Deerfield Private Design Fund IV, L.P. pursuant to the Exchange Agreement.
Without limiting the foregoing or any of Pubco’s obligations under the Registration Rights Agreement, Pubco hereby agrees
to take such actions as shall be necessary (including filing supplements to the prospectus included in such Registration Statement)
to keep the Existing Resale Shelf Registration Statement continuously effective and available for the resale of all of the Conversion
Shares (in addition to all of the other Registrable Securities covered by the Existing Resale Shelf Registration Statement) in
accordance with the plan of distribution set forth therein.


 


2.                 
Amendment to Section 4(a). Section 4(a) of the Original Agreement is hereby amended and
restated as follows:


 


(a)              
If required by the managing underwriter(s), in connection with any underwritten Public Offering on or after the date hereof,
each holder that beneficially owns 1% or more of the outstanding Common Stock shall enter into lock-up agreements with the managing
underwriter(s) of such underwritten Public Offering in such form as agreed to by such managing underwriter(s); provided, however,
that:


 


(i)              
Deerfield shall not be required to enter into lock-up agreements pursuant to this Section 4(a) on more than two (2) occasions,


 


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


 


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


 


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


 


3.                 
Amendment to Definitions.


 


(a)              
Clauses (ii), and (iv) of the definition of Registrable Securities set forth in Section 12(q) of the Original Agreement
is hereby amended as follows:


 


(i)                 Clause
(ii) of such definition is amended by added the following at the end of such clause: “(including any Common Stock
issued or issuable in respect of any Series B-1 Preferred Stock issued to Deerfield Private Design Fund IV in exchange for
such Founder Shares pursuant to the Exchange Agreement)”


 






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(ii)             
Clause (iv) of such definition is amended by added the following at the end of such clause: “(including any Common
Stock issued or issuable in respect of any Series B-1 Preferred Stock issued to Deerfield Private Design Fund IV in exchange for
such PIPE Shares pursuant to the Exchange Agreement)”


 


(b)              
Section 12 of the Original Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:


 


“Deerfield”
means Deerfield Private Design Fund IV, L.P., a Delaware limited partnership, together with any Related Deerfield Fund that becomes
a party to this Agreement following the date hereof by execution of a joinder hereto or other written agreement between such Related
Deerfield Fund and the Company.


 


“Related Deerfield
Fund” means any investment fund or managed account that is managed on a discretionary basis by the same investment manager
as Deerfield Private Design Fund IV.


 


“Series B-1
Preferred Stock” means the Series B-1 Convertible Preferred Stock, par value $0.0001 per share, of the Company.


 


4.                 
Amendment to Amendment Provisions. Section 13(d) of the Original Agreement is hereby amended
by adding the following as the last sentence thereof:


 


“Notwithstanding
anything to the contrary contained herein (and in addition to any other provision requiring the consent or approval of Deerfield
hereunder), the definitions of “Deerfield”, “Related Deerfield Fund” and “Series B-1 Preferred Stock”,
Section 4(a), any other provision of this Agreement that expressly relates to Deerfield, any Related Deerfield Fund or the Series
B-1 Preferred Stock and this Section 13(d) may not be amended in a manner adverse to Deerfield without the prior written consent
of Deerfield.”


 


5.                 
No Additional Changes. Except as expressly and specifically amended by this Amendment,
all provisions of the Original Agreement shall remain in full force and effect according to their terms, and the Investors shall
continue to be bound by such Original Agreement as modified by this Amendment. In the event of any conflict between any provision
of the Original Agreement and this Amendment, this Amendment shall control. From and after the date hereof, all references in the
Original Agreement to “this Agreement” shall mean the Original Agreement as amended by this Amendment.


 


6.                 
Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Registration Rights Agreement.


 






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7.                  Counterparts.
This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed
to be an original and all of which counterparts, taken together, shall constitute one and the same instrument; provided that
in the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format
data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or “.pdf’ signature were the original
thereof.


 


8.                 
Choice of Law. This Amendment is governed by the laws of the State of Delaware, without
regard to its conflict of laws provisions.


 


*     *     *     *     *


 






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


 


	 	COMPANY:
	 	 
	 	ADAPTHEALTH
    HOLDINGS LLC
	 	 
	 	By: 	/s/ Luke McGee            
	 	Name: Luke McGee
	 	Title:
    Authorized Signatory




 


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


 


	 	PUBCO:
	 	 
	 	ADAPTHEALTH
    CORP.
	 	 
	 	By:	/s/ Luke McGee         
	 	Name:
    Luke McGee
	 	Title:
    Chief Executive Officer




 


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


 


	 	INVESTORS:
	 	 
	 	DEERFIELD
    PRIVATE DESIGN FUND IV, L.P.
	 	 
	 	By: 	/s/ David J. Clark
	 	Name: David J. Clark
	 	Title:
    Authorized Signatory




 


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	 	INVESTORS:   

    

    BLUEMOUNTAIN FOINAVEN MASTER FUND L.P.
	 	 	 
	 	By: 	/s/ Richard Horne
	 	 	Name: Richard Horne
	 	 	 Title: Deputy General Counsel, Tax



 


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	 	BMSB L.P.
	 	   	 
	 	By:	/s/ Richard Horne
	 	 	Name: Richard Horne
	 	 	Title: Deputy General Counsel, Tax



 


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	 	BLUEMOUNTAIN FURSAN FUND L.P.    
	 	 	 
	 	By:	/s/ Richard Horne              
	 	 	Name: Richard Horne
	 	 	Title: Deputy General Counsel, Tax



 


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	 	BLUEMOUNTAIN SUMMIT OPPORTUNITIES FUND II (US) L.P.
	 	   	 
	 	By:	/s/ Richard Horne
	 	 	Name: Richard Horne
	 	 	Title: Deputy General Counsel, Tax



 


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	 	CLIFTON BAY OFFSHORE INVESTMENTS L.P.
	 	 	 
	 	 	 
	 	By:	/s/ Susan V. Demers
	 	 	Name: Susan V. Demers
	 	 	 Title: For Vicali Services (BVI) Inc. - Director



 


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	 	QUADRANT MANAGEMENT, INC.    
	 	 	 
	 	By:	/s/ Marco Vega
	                                     	 	Name: Marco Vega
	 	 	Title: COO



 


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	 	RICHARD BARASCH
	 	 	 
	 	By: 	/s/
    Richard Barasch




 


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	 	2014 BARASCH FAMILY TRUST #1
	 	 	 
	 	By:	/s/ Richard Barasch
	 	 	Name: Richard Barasch
	 	 	Title: Authorized Signatory



 


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	 	BLUE RIVER NJ LLC

 

By: Still Water Nevada Trust
	 	 	 
	 	By:	/s/ Luke McGee
	 	 	Name: Luke McGee
	 	 	Title: Authorized Signatory 



 


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	 	QUAD CAPITAL, LLC  

 

By: Still Water Nevada Trust
	 	   	 
	 	By:	/s/ Luke McGee
	 	 	Name: Luke McGee
	 	 	 Title: Authorized Signatory



 


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	 	JOSHUA PARNES  
	 	 	 
	 	By:	/s/ Joshua Parnes



 


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	 	LUKE MCGEE
	 	 	 
	 	By:	/s/ Luke McGee


 


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	 	2321 CAPITAL LLC
	 	   	 
	 	By:	/s/ Luke McGee
	 	 	Name: Luke McGee
	 	 	Title: Authorized Signatory



 


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	 	FRESH POND INVESTMENT LLC
	 	   	 
	 	By:	/s/ Luke McGee
	 	 	Name: Luke McGee
	 	 	Title: Authorized Signatory



 


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	 	LBM DME HOLDINGS LLC
	 	   	 
	 	By:	/s/ Luke McGee
	 	 	Name: Luke McGee
	 	 	Title: Authorized Signatory



 


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	 	WHEATFIELD LLC
	 	 	 
	 	By:	/s/ Gregg Holst
	 	 	Name: Gregg Holst
	 	 	 Title: Authorized Signatory



 


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	 	MAYAID2001 LLC
	 	 	 
	 	By:	/s/ Christoper Joyce
	 	 	Name: Christoper Joyce
	 	 	 Title: Authorized Signatory



 


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