AGREEMENT AND PLAN OF MERGER by and among DFB HEALTHCARE ACQUISITIONS CORP. BM AH HOLDINGS, LLC, ACCESS POINT MEDICAL, INC., DFB MERGER SUB LLC, ADAPTHEALTH HOLDINGS LLC, CLIFTON BAY OFFSHORE INVESTMENTS L.P., BLUEMOUNTAIN FOINAVEN MASTER FUND L.P.,...Merger Agreement • July 12th, 2019 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2019 (this “Agreement”), by and among DFB Healthcare Acquisitions Corp., a Delaware corporation (“DFB Healthcare”), BM AH Holdings, LLC, a Delaware limited liability company (the “BM Blocker”), Access Point Medical, Inc., a Delaware corporation (the “A Blocker” and, together with the BM Blocker, the “Blockers”), DFB Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), AH Representative LLC, a Delaware limited liability company (the “Company Unitholders’ Representative”), and, solely for purposes of Section 7.20, the BM Blocker Sellers and, solely for purposes of Section 7.21, the A Blocker Seller.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 12th, 2019 • DFB Healthcare Acquisitions Corp. • Blank checks • Delaware
In connection with the proposed business combination between DFB Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and AdaptHealth Holdings, LLC, a Delaware limited liability company (“AdaptHealth”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, shares of the Company’s Common Stock (as defined below), on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:
