Common use of Rights Cumulative; Waiver Clause in Contracts

Rights Cumulative; Waiver. The rights and remedies of Executive and the Company under this Agreement shall be cumulative and not exclusive of any rights or remedies which either would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by either party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder. Dated as of: , 2010 (the “Commitment Date”) A. The individual named above and signatory hereto (the “Executive”) agrees to be bound by: (1) the Amended and Restated Limited Liability Company Agreement of Apria Holdings LLC, a Delaware limited liability company (the “Company”), in the form attached hereto (the “LLC Agreement”), as a Member and an Employee Member (each, as defined in the LLC Agreement); (2) the Management Unit Subscription Agreement (Class B Units and Class C Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Promote Agreement”); and (3) the Amended and Restated Securityholders Agreement, among the Company and the other parties thereto (including the Executive), in the form attached hereto (the “Securityholders Agreement”), as an Employee (as defined in the Securityholders Agreement). B. The Executive and the Company agree that the following information is hereby incorporated by reference into the Promote Agreement: Class B Units $ 0 Class C Units $ 0 C. Notwithstanding anything to the contrary in the LLC Agreement, Executive’s initial distributions in respect of each Class B Unit (whether or not then vested) shall be foregone and shall instead be distributed in respect of other Units until such time as the cumulative foregone distributions in respect of each of such Class B Units equals $0.33 (the “Excluded Amount Per Unit”). Once the Excluded Amount Per Unit has been foregone, Executive shall be entitled to a share of all subsequent distributions in connection with each Class B Unit calculated in the same manner as other Class B Units; provided that the Excluded Amount Per Unit shall remain foregone. The intent of the foregoing exclusion is to ensure that the Class B Units do not participate in a distribution of any profits or increase in the value of the Company created prior to the Closing Date, such that the Class B Units qualify as “profits interests” under applicable tax laws. D. The Executive agrees that, upon the request of the Company, Executive shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Company may reasonably request for the purpose of giving effect to the foregoing. E. The “Closing Date” for the transactions contemplated by the Promote Agreement shall be , 2010. Executive: Name: Address: Please check the appropriate box: q Executive is an “accredited investor”1 within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. q Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. Agreed and accepted: APRIA HOLDINGS LLC By: Name: Title: 1 You are an “accredited investor” if you meet any of the following tests: 1. You are a director or executive officer of the Company; 2. You have an individual net worth, or joint net worth with your spouse, at the time of your purchase exceeding $1,000,000; 3. You had individual income (excluding your spouse) in excess of $200,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010; or 4. You and your spouse had joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010.

Rights Cumulative; Waiver. The rights and remedies of Executive the Participant and the Company under this Agreement shall be cumulative and not exclusive of any rights or remedies which either would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by either party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder. Dated as of[Signature Page Follows] PARTICIPANT Name: , 2010 (the “Commitment Date”) A. The individual named above and signatory hereto (the “Executive”) agrees to be bound by: (1) the Amended and Restated Limited Liability Company Agreement of Apria Holdings LLC, a Delaware limited liability company (the “Company”), in the form attached hereto (the “LLC Agreement”), as a Member and an Employee Member (each, as defined in the LLC Agreement); (2) the Management Unit Subscription Agreement (Class B Units and Class C Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Promote Agreement”); and (3) the Amended and Restated Securityholders Agreement, among the Company and the other parties thereto (including the Executive), in the form attached hereto (the “Securityholders Agreement”), as an Employee (as defined in the Securityholders Agreement). B. The Executive and the Company agree that : Please confirm the following information is hereby incorporated by reference into the Promote Agreementsigning your initials where indicated below: Class B Units $ 0 Class C Units $ 0 C. Notwithstanding anything to the contrary in the LLC Agreement, Executive’s initial distributions in respect of each Class B Unit (whether or not then vested) shall be foregone and shall instead be distributed in respect of other Units until such time as the cumulative foregone distributions in respect of each of such Class B Units equals $0.33 (the “Excluded Amount Per Unit”). Once the Excluded Amount Per Unit has been foregone, Executive shall be entitled to a share of all subsequent distributions in connection with each Class B Unit calculated in the same manner as other Class B Units; provided that the Excluded Amount Per Unit shall remain foregone. The intent of the foregoing exclusion is to ensure that the Class B Units do not participate in a distribution of any profits or increase in the value of the Company created prior to the Closing Date, such that the Class B Units qualify as “profits interests” under applicable tax laws. D. The Executive agrees that, upon the request of the Company, Executive shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Company may reasonably request for the purpose of giving effect to the foregoing. E. The “Closing Date” for the transactions contemplated by the Promote Agreement shall be , 2010. Executive: Name: Address: Please check the appropriate box: q Executive Participant is an “accredited investor”1 within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. q Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. Agreed and accepted: APRIA HOLDINGS LLC By: Name: Title: 1 You are an “accredited investor” if you meet any of the following tests: 1. You are a director or executive officer of the Company; 2. You have an are a holder in good standing of the Series 7, Series 65, or Series 82 license. 3. Your individual net worth, or joint net worth with your spousespouse or spousal equivalent, exceeds $1,000,000 on the Date of Grant. For purposes of this item, “net worth” means the excess of total assets at fair market value, including automobiles and other personal property but excluding the time value of your purchase exceeding $1,000,000primary residence (and including property owned by your spouse or spousal equivalent other than the primary residence of the spouse or spousal equivalent), over total liabilities. If the amount of indebtedness secured by your primary residence exceeds the amount of such indebtedness 60 days ago, other than as a result of the acquisition of the primary residence, then the amount of such excess is included in total liabilities or (ii) to the extent the fair market value of the residence is less than the amount of such mortgage or other indebtedness, then the amount of such deficiency is included in total liabilities; 34. You personally have had an individual income (excluding your spouse) in excess of $200,000 in both 2008 each of the two most recent calendar years and 2009 and have a reasonable expectation you reasonably expect an income in excess of reaching $200,000 in the same income level in 2010current calendar year; or 45. You and Your joint income with your spouse had or spousal equivalent is in excess of $300,000 in each of the two most recent calendar years and you reasonably expect a joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010current calendar year.

Rights Cumulative; Waiver. The rights and remedies of Executive and the Company under this Agreement shall be cumulative and not exclusive of any rights or remedies which either would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by either party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder. Dated as of: , 2010 (the “Commitment Date”). A. The individual named above and signatory hereto (the “Executive”) agrees to be bound by: (1) the Amended and Restated Limited Liability Company Agreement of Apria Holdings Sky Acquisition LLC, a Delaware limited liability company (the “Company”), in the form attached hereto (the “LLC Agreement”), as a Member and an Employee Member (each, as defined in the LLC Agreement); (2) the Management Unit Subscription Agreement (Class B A-2 Units and Class C B Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Promote Subscription Agreement”); and (3) the Amended and Restated Securityholders Agreement, among the Company and the other parties thereto (including the Executive), in the form attached hereto (the “Securityholders Agreement”), as an Employee (as defined in the Securityholders Agreement). B. The Executive and the Company agree that the following information is hereby incorporated by reference into the Promote AgreementSubscriptions Agreements: Class A-2 Units 500,000 N/A Class B Units $ 0 6,675,287 1 N/A Class C Units $ 02,225,096 2 N/A C. Notwithstanding anything to the contrary in the LLC Agreement, Executive’s initial distributions in respect of each Class B Unit (whether or not then vested) shall be foregone and shall instead be distributed in respect of other Units until such time as the cumulative foregone distributions in respect of each of such Class B Units equals $0.33 (the “Excluded Amount Per Unit”). Once the Excluded Amount Per Unit has been foregone, Executive shall be entitled to a share of all subsequent distributions in connection with each Class B Unit calculated in the same manner as other Class B Units; provided that the Excluded Amount Per Unit shall remain foregone. The intent of the foregoing exclusion is to ensure that the Class B Units do not participate in a distribution of any profits or increase in the value of the Company created prior to the Closing Date, such that the Class B Units qualify as “profits interests” under applicable tax laws. D. The Executive agrees that, upon the request of the Company, Executive shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Company may reasonably request for the purpose of giving effect to the foregoing. E. The “Closing Date” for . 1 This number is intended to reflect 0.8625% of the transactions contemplated by pro-forma capitalization and, as such, may be revised upon the Promote Agreement shall completion of the remaining management equity program. 2 This number is intended to reflect 0.2875% of the pro-forma capitalization and, as such, may be , 2010revised upon the completion of the remaining management equity program. Executive: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Address: Please check the appropriate box: q Executive is an “accredited investor”1 within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. q Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. Agreed and accepted: APRIA HOLDINGS SKY ACQUISITION LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: 1 You are an “accredited investor” if you meet any Chief Executive Office With regard to 662/3% of the following tests: 1. You are Class B Units granted hereunder (the “Time-Vesting Units”), the percentage of such Time-Vesting Units that will be Vested Units in respect of a director Termination Date occurring: • prior to 12 months after October 28, 2008 (the “Vesting Reference Date”), will be 0% • on or executive officer after 12 months after the Vesting Reference Date, but prior to 15 months after the Vesting Reference Date, will be 25% • on or after 15 months after the Vesting Reference Date, but prior to 18 months after the Vesting Reference Date, will be 30% • on or after 18 months after the Vesting Reference Date, but prior to 21 months after the Vesting Reference Date, will be 35% • on or after 21 months after the Vesting Reference Date, but prior to 24 months after the Vesting Reference Date, will be 40% • on or after 24 months after the Vesting Reference Date, but prior to 27 months after the Vesting Reference Date, will be 45% • on or after 27 months after the Vesting Reference Date, but prior to 30 months after the Vesting Reference Date, will be 50% • on or after 30 months after the Vesting Reference Date, but prior to 33 months after the Vesting Reference Date, will be 55% • on or after 33 months after the Vesting Reference Date, but prior to 36 months after the Vesting Reference Date, will be 60% • on or after 36 months after the Vesting Reference Date, but prior to 39 months after the Vesting Reference Date, will be 65% • on or after 39 months after the Vesting Reference Date, but prior to 42 months after the Vesting Reference Date, will be 70% • on or after 42 months after the Vesting Reference Date, but prior to 45 months after the Vesting Reference Date, will be 75% • on or after 45 months after the Vesting Reference Date, but prior to 48 months after the Vesting Reference Date, will be 80% • on or after 48 months after the Vesting Reference Date, but prior to 51 months after the Vesting Reference Date, will be 85% • on or after 51 months after the Vesting Reference Date, but prior to 54 months after the Vesting Reference Date, will be 90% • on or after 54 months after the Vesting Reference Date, but prior to 57 months after the Vesting Reference Date, will be 95% • on or after 57 months after the Vesting Reference Date, will be 100% Notwithstanding the foregoing, immediately prior to, and following, the occurrence of a Change of Control that occurs prior to the Termination Date, 100% of the Company; 2Time-Vesting Units that are Unvested Units shall become Vested Units. You have an individual net worthAny Time-Vesting Units that are Unvested Units on a Termination Date shall be immediately forfeited by Executive (or, or joint net worth to the extent a forfeiture is not permissible, such Time-Vesting Units that are Unvested Units shall be subject to the Call Option in Section 4.2(a) with your spouse, at the time purchase price per Unvested Unit equal to the lesser of your purchase exceeding $1,000,000; 3. You had individual income (excluding your spouseA) in excess Fair Market Value thereof (measured as of $200,000 in both 2008 the Valuation Date) and 2009 and have a reasonable expectation of reaching the same income level in 2010; or 4. You and your spouse had joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010(B) Cost).

Rights Cumulative; Waiver. The rights and remedies of Executive and the Company under this Agreement shall be cumulative and not exclusive of any rights or remedies which either would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by either party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder. * * * * * * * * * * This Subscription Agreement between the Company and the Executive named on the Executive Master Signature Page hereto is dated and executed as of the date set forth on such Executive Master Signature Page. * * * * * EXECUTIVE MASTER SIGNATURE PAGE (Executive’s Name) Dated as of: , 2010 (the “Commitment Date”) A. The individual named above and signatory hereto (the “Executive”) agrees to be bound by: (1) the Amended and Restated Limited Liability Company Agreement of Apria Holdings LLC, a Delaware limited liability company (the “Company”), in the form attached hereto (the “LLC Agreement”), as a Member and an Employee Member (each, as defined in the LLC Agreement); (2) the Management Unit Subscription Agreement (Class B Units and Class C Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Promote Agreement”); and (3) the Amended and Restated Securityholders Agreement, among the Company and the other parties thereto (including the Executive), in the form attached hereto (the “Securityholders Agreement”), as an Employee (as defined in the Securityholders Agreement). B. The Executive and the Company agree that the following information is hereby incorporated by reference into the Promote Agreement: Class of Units Number of Units Cash Paid (if any) Class B Units $ 0 Class C Units $ 0 C. Notwithstanding anything to the contrary in the LLC Agreement, Executive’s initial distributions in respect of each Class B Unit (whether or not then vested) shall be foregone and shall instead be distributed in respect of other Units until such time as the cumulative foregone distributions in respect of each of such Class B Units equals $0.33 (the “Excluded Amount Per Unit”). Once the Excluded Amount Per Unit has been foregone, Executive shall be entitled to a share of all subsequent distributions in connection with each Class B Unit calculated in the same manner as other Class B Units; provided that the Excluded Amount Per Unit shall remain foregone. The intent of the foregoing exclusion is to ensure that the Class B Units do not participate in a distribution of any profits or increase in the value of the Company created prior to the Closing Date, such that the Class B Units qualify as “profits interests” under applicable tax laws. D. The Executive agrees that, upon the request of the Company, Executive shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Company may reasonably request for the purpose of giving effect to the foregoing. E. The “Closing Date” for the transactions contemplated by the Promote Agreement shall be , 2010. Executive: Name: Address: Please check the appropriate box: q Executive is an “accredited investor”1 within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. q Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. Agreed and accepted: APRIA HOLDINGS LLC By: Name: Title: 1 You are an “accredited investor” if you meet any of the following tests: 1. You are a director or executive officer of the Company; 2. You have an individual net worth, or joint net worth with your spouse, at the time of your purchase exceeding $1,000,000; 3. You had individual income (excluding your spouse) in excess of $200,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010; or 4. You and your spouse had joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010. [Executive Master Signature Page] SCHEDULE I Time-Vesting Units With regard to 2/3 of the Class B Units granted hereunder (the “Time-Vesting Units”), the percentage of such Time-Vesting Units that will be Vested Units in respect of a Termination Date occurring: • prior to 12 months after the Closing Date, will be 0% • on or after 12 months after the Closing Date, but prior to 15 months after the Closing Date, will be 20% • on or after 15 months after the Closing Date, but prior to 18 months after the Closing Date, will be 25% • on or after 18 months after the Closing Date, but prior to 21 months after the Closing Date, will be 30% • on or after 21 months after the Closing Date, but prior to 24 months after the Closing Date, will be 35% • on or after 24 months after the Closing Date, but prior to 27 months after the Closing Date, will be 40% • on or after 27 months after the Closing Date, but prior to 30 months after the Closing Date, will be 45% • on or after 30 months after the Closing Date, but prior to 33 months after the Closing Date, will be 50% • on or after 33 months after the Closing Date, but prior to 36 months after the Closing Date, will be 55% • on or after 36 months after the Closing Date, but prior to 39 months after the Closing Date, will be 60% • on or after 39 months after the Closing Date, but prior to 42 months after the Closing Date, will be 65% • on or after 42 months after the Closing Date, but prior to 45 months after the Closing Date, will be 70% • on or after 45 months after the Closing Date, but prior to 48 months after the Closing Date, will be 75% • on or after 48 months after the Closing Date, but prior to 51 months after the Closing Date, will be 80% • on or after 51 months after the Closing Date, but prior to 54 months after the Closing Date, will be 85% • on or after 54 months after the Closing Date, but prior to 57 months after the Closing Date, will be 90% • on or after 57 months after the Closing Date, but prior to 60 months after the Closing Date, will be 95% • on or after 60 months after the Closing Date, will be 100% Notwithstanding the foregoing, immediately prior to, and following, the occurrence of a Change of Control that occurs prior to the Termination Date, 100% of the Time-Vesting Units that are Unvested Units shall become Vested Units. Any Time-Vesting Units that are Unvested Units on a Termination Date shall be immediately forfeited by Executive (or, to the extent a forfeiture is not permissible, such Time-Vesting Units that are Unvested Units shall be subject to the Call Option in Section 4.2(a) with the purchase price per Unvested Unit equal to the lesser of (A) Fair Market Value thereof (measured as of the Valuation Date) and (B) Cost). Performance-Vesting Units 1. Any Class B Units granted hereunder that are not Time-Vesting Units and all Class C Units granted hereunder will be “Performance-Vesting Units.” Initially, all Performance-Vesting Units will be Unvested Units. 2. If the Sponsor receives cash proceeds (not subject to any clawback, indemnity or similar contractual obligation) in respect of 25% of its units in the Company equal to at least 200% of its aggregate capital contributions for such units prior to the Termination Date, then all of the Performance-Vesting Units shall become Vested Units. Any Performance-Vesting Units that are Unvested Units on a Termination Date shall be immediately forfeited by Executive (or, to the extent a forfeiture is not permissible, such Performance-Vesting Units that are Unvested Units shall be subject to the Call Option in Section 4.2(a) with the purchase price per Unvested Unit equal to the lesser of (A) Fair Market Value thereof (measured as of the Valuation Date) and (B) Cost). Appendix A

Rights Cumulative; Waiver. The rights Each and remedies of Executive every right, power and remedy herein specifically given to the Company under this Agreement Company, any Aircraft Subsidiary, the Servicers or the Agent shall be cumulative in addition to every other right, power and not exclusive of any rights remedy herein specifically given or remedies which either would otherwise have hereunder now or, subject to the limitations set forth in Section 9, 10 or 11, hereafter existing at law or in equity or by statuteequity, and no failure each and every right, power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Company, any Aircraft Subsidiary, the Servicers or delay by either party in exercising any right or remedy the Agent, as the case may be. All such rights, powers and remedies shall impair any such right or remedy or operate as a waiver of such right or remedybe cumulative, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or and the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement one shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights the right to exercise any other or privileges others. Any extension of time for payment hereunder or shall be deemed a waiver of such party’s rights to exercise other indulgence duly granted by the same at Company, any subsequent time Aircraft Subsidiary, the Servicers or times hereunder. Dated as of: , 2010 (the “Commitment Date”) A. The individual named above and signatory hereto (the “Executive”) agrees to be bound by: (1) the Amended and Restated Limited Liability Company Agreement of Apria Holdings LLC, a Delaware limited liability company (the “Company”), in the form attached hereto (the “LLC Agreement”)Agent, as a Member the case may be, shall not otherwise alter or affect the respective rights and an Employee Member (each, as defined in the LLC Agreement); (2) the Management Unit Subscription Agreement (Class B Units and Class C Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Promote Agreement”); and (3) the Amended and Restated Securityholders Agreement, among the Company and the other parties thereto (including the Executive), in the form attached hereto (the “Securityholders Agreement”), as an Employee (as defined in the Securityholders Agreement). B. The Executive and the Company agree that the following information is hereby incorporated by reference into the Promote Agreement: Class B Units $ 0 Class C Units $ 0 C. Notwithstanding anything to the contrary in the LLC Agreement, Executive’s initial distributions in respect of each Class B Unit (whether or not then vested) shall be foregone and shall instead be distributed in respect of other Units until such time as the cumulative foregone distributions in respect of each of such Class B Units equals $0.33 (the “Excluded Amount Per Unit”). Once the Excluded Amount Per Unit has been foregone, Executive shall be entitled to a share of all subsequent distributions in connection with each Class B Unit calculated in the same manner as other Class B Units; provided that the Excluded Amount Per Unit shall remain foregone. The intent of the foregoing exclusion is to ensure that the Class B Units do not participate in a distribution of any profits or increase in the value of the Company created prior to the Closing Date, such that the Class B Units qualify as “profits interests” under applicable tax laws. D. The Executive agrees that, upon the request obligations of the Company, Executive shall promptly and duly execute and deliver such further instruments and documents and take such further actions any Aircraft Subsidiary, the Servicers or the Agent, as the case may be. No delay by the Company, any Aircraft Subsidiary, the Agent or the Servicers in the exercise of, or failure to exercise, any right, remedy, or power accruing upon any default or failure of the Servicers or the Company in the performance of any obligation under this Agreement shall impair any such right, remedy, or power or shall be construed to be a waiver thereof, but any such right, remedy, or power may reasonably request for be exercised from time to time and as often as may be deemed expedient by the purpose of giving effect Company, any Aircraft Subsidiary, the Agent or the Servicers, as applicable. If any party hereto shall breach any obligation under this Agreement, and such breach should thereafter be waived by the other party to which such obligation is owed hereto, such waiver shall be limited to the foregoing. E. The “Closing Date” for the transactions contemplated by the Promote particular default so waived. No waiver, amendment, release, or modification of this Agreement shall be established by conduct, 2010. Executive: Name: Address: Please check the appropriate box: q Executive is an “accredited investor”1 within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. q Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. Agreed and accepted: APRIA HOLDINGS LLC By: Name: Title: 1 You are an “accredited investor” if you meet any of the following tests: 1. You are a director or executive officer of the Company; 2. You have an individual net worthcustom, or joint net worth with your spouse, at the time course of your purchase exceeding $1,000,000; 3. You had individual income (excluding your spouse) in excess of $200,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010; or 4. You and your spouse had joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010dealing.

Rights Cumulative; Waiver. The rights and remedies of Executive and the Company under this Agreement shall be cumulative and not exclusive of any rights or remedies which either would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by either party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder. Dated as of: , 2010 (the “Commitment Date”). A. The individual named above and signatory hereto (the “Executive”) agrees to be bound by: (1) the Second Amended and Restated Limited Liability Company Agreement of Apria BP Healthcare Holdings LLC, a Delaware limited liability company (the “Company”), in the form attached hereto (the “BP LLC Agreement”), as a Member and an Employee Member (each, as defined in the LLC Agreement); (2) the Management Unit Subscription Agreement (Class A-2 Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Co-Investment Subscription Agreement”); (3) the Management Unit Subscription Agreement (Class B Units and Class C Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Promote Subscription Agreement” and, together with the Co-Investment Subscription Agreement, the “Subscription Agreements”); and (34) the Amended and Restated Securityholders Agreement, among the Company and the other parties thereto (including the Executive), in the form attached hereto (the “Securityholders Agreement”), as an Employee (as defined in the Securityholders Agreement). B. The Executive and the Company agree that the following information is hereby incorporated by reference into the Promote AgreementSubscriptions Agreements: Class A-2 Units 10,000,000 $ 10,000,000 Class B Units $ 0 Class C Units $ 038,697,318 N/A C. Notwithstanding anything to the contrary in the LLC Agreement, Executive’s initial distributions in respect of each Class B Unit (whether or not then vested) shall be foregone and shall instead be distributed in respect of other Units until such time as the cumulative foregone distributions in respect of each of such Class B Units equals $0.33 (the “Excluded Amount Per Unit”). Once the Excluded Amount Per Unit has been foregone, Executive shall be entitled to a share of all subsequent distributions in connection with each Class B Unit calculated in the same manner as other Class B Units; provided that the Excluded Amount Per Unit shall remain foregone. The intent of the foregoing exclusion is to ensure that the Class B Units do not participate in a distribution of any profits or increase in the value of the Company created prior to the Closing Date, such that the Class B Units qualify as “profits interests” under applicable tax laws. D. The Executive agrees that, upon the request of the Company, Executive shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Company may reasonably request for the purpose of giving effect to the foregoing. E. The “Closing Date” for the transactions contemplated by the Promote Agreement shall be , 2010. Executive: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Please check the appropriate box: q Executive is an “accredited investor”1 within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. q Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. Agreed and accepted: APRIA BP HEALTHCARE HOLDINGS LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: 1 You are an “accredited investor” if you meet any of the following tests: 1. You are a director or executive officer of the Company; 2. You have an individual net worth, or joint net worth with your spouse, at the time of your purchase exceeding $1,000,000; 3. You had individual income (excluding your spouse) in excess of $200,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010; or 4. You and your spouse had joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010.President

Rights Cumulative; Waiver. The rights and remedies of Executive and the Company under this Agreement shall be cumulative and not exclusive of any rights or remedies which either would otherwise have hereunder or at law or in equity or by statute, and no failure or delay by either party in exercising any right or remedy shall impair any such right or remedy or operate as a waiver of such right or remedy, nor shall any single or partial exercise of any power or right preclude such party’s other or further exercise or the exercise of any other power or right. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder. * * * * * * * * * * This Subscription Agreement between the Company and the Executive named on the Executive Master Signature Page hereto is dated and executed as of the date set forth on such Executive Master Signature Page. * * * * * EXECUTIVE MASTER SIGNATURE PAGE Xxxxxx X. Xxxxxx (Executive’s Name) Dated as of: November 21, 2010 2008 (the “Commitment Date”) A. The individual named above and signatory hereto (the “Executive”) agrees to be bound by: (1) the Second Amended and Restated Limited Liability Company Agreement of Apria BP Healthcare Holdings LLC, a Delaware limited liability company (the “Company”), in the form attached hereto (the “BP LLC Agreement”), as a Member and an Employee Member (each, as defined in the LLC Agreement); (2) the Management Unit Subscription Agreement (Class A-2 Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Co-Investment Subscription Agreement”); (3) the Management Unit Subscription Agreement (Class B Units and Class C Units), between the Company and the Executive, dated as of the Commitment Date, in the form attached hereto (the “Promote Subscription Agreement” and, together with the Co-Investment Subscription Agreement, the “Subscription Agreements”); and (34) the Amended and Restated Securityholders Agreement, among the Company and the other parties thereto (including the Executive), in the form attached hereto (the “Securityholders Agreement”), as an Employee (as defined in the Securityholders Agreement). B. The Executive and the Company agree that the following information is hereby incorporated by reference into the Promote AgreementSubscriptions Agreements: Class of Units Number of Units Cash Paid (if any) Class A-2 Units 10,000,000 $ 10,000,000 Class B Units $ 0 Class C Units $ 038,697,318 N/A C. Notwithstanding anything to the contrary in the LLC Agreement, Executive’s initial distributions in respect of each Class B Unit (whether or not then vested) shall be foregone and shall instead be distributed in respect of other Units until such time as the cumulative foregone distributions in respect of each of such Class B Units equals $0.33 (the “Excluded Amount Per Unit”). Once the Excluded Amount Per Unit has been foregone, Executive shall be entitled to a share of all subsequent distributions in connection with each Class B Unit calculated in the same manner as other Class B Units; provided that the Excluded Amount Per Unit shall remain foregone. The intent of the foregoing exclusion is to ensure that the Class B Units do not participate in a distribution of any profits or increase in the value of the Company created prior to the Closing Date, such that the Class B Units qualify as “profits interests” under applicable tax laws. D. The Executive agrees that, upon the request of the Company, Executive shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Company may reasonably request for the purpose of giving effect to the foregoing. E. The “Closing Date” for the transactions contemplated by the Promote Agreement shall be , 2010. Executive: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Please check the appropriate box: q Executive is an “accredited investor”1 within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. q Executive is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended. Agreed and accepted: APRIA BP HEALTHCARE HOLDINGS LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: 1 You President SCHEDULE I Time-Vesting Units With regard to 80% of the Class B Units granted hereunder (the “Time-Vesting Units”), the percentage of such Time-Vesting Units that will be Vested Units in respect of a Termination Date occurring: • prior to 3 months after the Vesting Date, will be 0% • on or after 3 months after the Vesting Date, but prior to 6 months after the Vesting Date, will be 6.25% • on or after 6 months after the Vesting Date, but prior to 9 months after the Vesting Date, will be 12.5% • on or after 9 months after the Vesting Date, but prior to 12 months after the Vesting Date, will be 18.75% • on or after 12 months after the Vesting Date, but prior to 15 months after the Vesting Date, will be 25% • on or after 15 months after the Vesting Date, but prior to 18 months after the Vesting Date, will be 31.25% • on or after 18 months after the Vesting Date, but prior to 21 months after the Vesting Date, will be 37.5% • on or after 21 months after the Vesting Date, but prior to 24 months after the Vesting Date, will be 43.75% • on or after 24 months after the Vesting Date, but prior to 27 months after the Vesting Date, will be 50% • on or after 27 months after the Vesting Date, but prior to 30 months after the Vesting Date, will be 56.25% • on or after 30 months after the Vesting Date, but prior to 33 months after the Vesting Date, will be 62.50% • on or after 33 months after the Vesting Date, but prior to 36 months after the Vesting Date, will be 68.75% • on or after 36 months after the Vesting Date, but prior to 39 months after the Vesting Date, will be 75% • on or after 39 months after the Vesting Date, but prior to 42 months after the Vesting Date, will be 81.25% • on or after 42 months after the Vesting Date, but prior to 45 months after the Vesting Date, will be 87.5% • on or after 45 months after the Vesting Date, but prior to 48 months after the Vesting Date, will be 93.75% • on or after 48 months after the Vesting Date, will be 100%; Notwithstanding the foregoing: • immediately prior to, and following, the occurrence of a Change of Control that occurs prior to the Termination Date, 100% of the Time-Vesting Units that are an “accredited investor” Unvested Units shall become Vested Units; • if you meet the Sponsor receives cash proceeds in respect of 50% of its units in Holdings (measured as of the Vesting Date) equal to at least 200% of the Sponsor’s aggregate capital contributions in respect of such units prior to the Termination Date, 100% of the Time-Vesting Units that are Unvested Units shall become Vested Units; and • if Executive’s employment with the Company and its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries without Cause or (y) by Executive as a result of a Constructive Termination, then an additional number of Time-Vesting Units equal to the number that would have vested over the 24 month period following tests:the Termination Date shall become Vested Units immediately prior to such termination. Except as provided in the immediately preceding sentence, any Time-Vesting Units that are Unvested Units on a Termination Date shall be immediately forfeited by Executive (or, to the extent a forfeiture is not permissible, such Time-Vesting Units that are Unvested Units shall be subject to the Call Option in Section 4.2(a) with the purchase price per Unvested Unit equal to the lesser of (A) Fair Market Value thereof (measured as of the Valuation Date) and (B) Cost). Performance-Vesting Units 1. You Any Class B Units that are a director or executive officer of the Company;not Time-Vesting Units will be “Performance-Vesting Units.” Initially, all Performance-Vesting Units will be Unvested Units. 2. You have an individual net worthIf the Sponsor receives cash proceeds in respect of its units in Holdings equal to at least 200% of its aggregate capital contributions for all such units, or joint net worth with your spouse, at 50% of the time of your purchase exceeding $1,000,000;Performance-Vesting Units shall become Vested Units. 3. You had individual income If the Sponsor receives cash proceeds in respect of its units in Holdings equal to at least 300% of its aggregate capital contributions for all such units, 100% of the Performance-Vesting Units shall become Vested Units. Any Performance-Vesting Units that are Unvested Units on termination of Executive’s employment (excluding your spousei) by the Company without Cause, (ii) by Executive as a result of Constructive Termination or (iii) by Executive for any reason on or following the fourth anniversary of the Vesting Date, will remain outstanding until the second anniversary of the Termination Date (unless such Performance-Vesting Units become Vested Units prior to such second anniversary). Except as provided in excess the immediately preceding sentence, any Performance-Vesting Units that are Unvested Units on termination of $200,000 Executive’s employment (or upon the second anniversary referred to in both 2008 the immediately preceding sentence) shall be immediately forfeited by Executive (or, to the extent a forfeiture is not permissible, such Performance-Vesting Units that are Unvested Units shall be subject to the Call Option in Section 4.2(a) with the purchase price per Unvested Unit equal to the lesser of (A) Fair Market Value thereof (measured as of the Valuation Date) and 2009 and have a reasonable expectation of reaching the same income level in 2010; or 4(B) Cost). You and your spouse had joint income in excess of $300,000 in both 2008 and 2009 and have a reasonable expectation of reaching the same income level in 2010.Appendix A Restrictive Covenants