Exhibit 10.1


 


AMENDMENT TO PUT/CALL OPTION AND CONSENT
AGREEMENT


 


This Amendment to Put/Call
Option and Consent Agreement (this “Amendment”) is dated as of October 16, 2020 (the “Amendment
Date”) by and among AdaptHealth Corp., a Delaware corporation (“Pubco”), AdaptHealth Holdings
LLC, a Delaware limited liability company (the “Company”), and the stockholders of Pubco or noteholders
of the Company, as applicable, listed on the signature pages hereto (each, a “Holder” and collectively,
the “Holders”). Pubco, the Company and the Holders are each referred to as a “Party”
and, collectively, they are sometimes referred to as the “Parties.”


 


WHEREAS,
the Parties are party to that certain Put/Call Option and Consent Agreement, dated as of May 25, 2020 (as amended or supplemented
prior to the date hereof, the “Agreement”); and


 


WHEREAS,
the Parties desire to amend the Agreement, pursuant to Section 7.3 of the Agreement, as set forth in this Amendment.


 


NOW,
THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties agree as follows:


 


1.            Amendments.
Sections 2.1 and 5.4(a) in the Agreement are each hereby amended to replace the reference to “October 31, 2020”
therein with “December 31, 2020”.


 


2.            No
Additional Changes. Except as expressly and specifically amended by this Amendment, all
provisions of the Agreement shall remain in full force and effect in accordance with their terms. This Amendment is limited precisely
as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referenced
therein. This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby.
From and after the date hereof, all referenced in the Agreement to “this Agreement” shall mean the Agreement as amended
by this Amendment.


 


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


 


4.            Miscellaneous.
Article VII of the Agreement is hereby incorporated herein in its entirety, mutatis mutandis.


 


[signature page follows]


 






    


    


    

 


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


 


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




 


[Signature page to
Amendment to Put/Call Option and Consent Agreement]


 






    


    


    

 


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




 


[Signature page to Amendment to
Put/Call Option and Consent Agreement]