Form 8-K

8-K — AdaptHealth Corp.

Accession: 0001104659-26-085086

Filed: 2026-07-20

Period: 2026-07-19

CIK: 0001725255

SIC: 8082 (SERVICES-HOME HEALTH CARE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2620877d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2620877d1_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2620877d1_ex99-1.htm)

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8-K (Primary)

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0001725255

2026-07-19

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 19, 2026

Date of Report (date

of earliest event reported)

AdaptHealth Corp.

(Exact name of registrant as specified in its

charter)

Delaware

001-38399

82-3677704

(State

or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer Identification Number)

555 East North Lane, Suite 5075, Conshohocken, PA 19428

(Address

of principal executive offices and zip code)

(610)

424-4515

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name of each

exchange on which

registered

Common

Stock, par value $0.0001 per share

AHCO

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry Into a Material Definitive Agreement.

Asset Purchase Agreement

On July 19, 2026, AdaptHealth Corp., a Delaware corporation

(the “Company”), entered into an asset purchase agreement (the “Purchase Agreement”) by and between the Company

and RGH Enterprises, LLC, an Ohio limited liability company and a wholly owned subsidiary of Cardinal Health, Inc. (the “Purchaser”).

Under the Purchase Agreement, the Company has agreed to sell, and the Purchaser has agreed to purchase, substantially all of the assets

related to the Company’s business of providing medical devices and related services to patients for the treatment of diabetes (the

“Business”), and the Purchaser has agreed to assume certain specified liabilities of the Business (the “Transaction”).

The aggregate purchase price for the assets being sold is $235.0 million in cash, subject to a customary post-closing adjustment for net

working capital of the Business as of closing (the “Purchase Price”). At the closing, the Purchaser will deposit a portion

of the Purchase Price in escrow, in an amount of (i) $8.0 million to secure post-closing purchase price adjustment obligations and

(ii) $18.8 million to secure the Company’s indemnification obligations under the Purchase Agreement.

The Purchase Agreement includes customary terms and conditions, including

provisions that require the Company to indemnify the Purchaser for certain losses that it incurs, including as a result of a breach by

the Company of its representations and warranties in the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties

and covenants of the Company and the Purchaser. Among other things, the Company has agreed to conduct the Business in the ordinary course

during the period between the signing of the Purchase Agreement and the closing, and to refrain from taking certain specified actions

with respect to the Business without the Purchaser's consent. The Company has also agreed not to solicit, initiate, or engage in discussions

regarding alternative acquisition proposals with respect to the Business.

The Company has agreed to certain restrictive covenants, including

(i) a non-competition covenant pursuant to which the Company will not engage in a business that competes with the Business in North

America for a period of four years following the closing, (ii) a non-solicitation covenant with respect to transferred employees

and independent contractors for a period of two years following the closing, and (iii) a confidentiality covenant with respect to

non-public information concerning the Business for a period of seven years following the closing.

The completion of the Transaction is subject to the satisfaction or

waiver of customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, and all consents, approvals or authorizations of, declarations or filings with or notices to certain

other governmental authorities having been obtained or made pursuant to specified other applicable competition laws or healthcare transaction

notice laws, (ii) the absence of any law or order prohibiting the consummation of the Transaction, (iii) the accuracy of the

parties’ respective representations and warranties and compliance with their respective covenants, subject to specified materiality

standards, (iv) the absence of a material adverse effect on the Business since the date of the Purchase Agreement, (v) the acceptance

of offers of employment by at least 80% of the offered employees and a specified key employee, and (vi) the completion of a separation

plan with respect to the Business.

- 2 -

The Purchase Agreement may be terminated under certain circumstances,

including (i) by mutual written consent of the parties, (ii) by either party if the closing has not occurred by an outside date

of twelve months following the date of the Purchase Agreement, subject to automatic extension under specified circumstances, and (iii) by

either party for an uncured breach by the other party, subject to specified materiality standards, or if a governmental authority permanently

prohibits the Transaction. Upon termination of the Purchase Agreement under certain specified circumstances relating to the failure to

obtain antitrust clearance, the Purchaser will be required to pay the Company a termination fee equal to $9.4 million.

Following the closing, and subject to the limitations set forth in

the Purchase Agreement, each party has agreed to indemnify the other for, among other things, breaches of representations, warranties,

covenants and agreements, and, in the case of the Company, for excluded assets and excluded liabilities, and, in the case of the Purchaser,

for assumed liabilities. The representations and warranties generally survive for a period of eighteen months following the closing, subject

to longer survival periods for certain fundamental representations and specified matters. The Company's indemnification obligations for

breaches of representations and warranties are generally subject to a deductible and an aggregate cap, subject to customary exceptions

for fundamental representations and fraud.

In connection with the closing, the parties will enter into certain

ancillary agreements, including an Escrow Agreement, an Assignment and Assumption Agreement, a Transition Services Agreement and an IP

License Agreement.

A copy of the Agreement is attached hereto as Exhibit 2.1, and

the description of the material terms of the Purchase Agreement in this Item 1.01 does not purport to be complete and is qualified in

its entirety by reference to such exhibit, which is incorporated herein by reference.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished or filed herewith, as applicable:

Exhibit

No.

Description

2.1*

Asset Purchase Agreement, dated as of July 19, 2026, by and among AdaptHealth Corp. and RGH Enterprises, LLC.

99.1

Press Release, dated July 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain information has been omitted from this document in

accordance with Items 601(b)(2) and 601(b)(1) of Regulation S-K. The schedules to the Asset Purchase Agreement have been omitted

pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any schedule omitted from the Asset

Purchase Agreement to the SEC upon request.

- 3 -

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly

authorized.

Dated: July 20,

2026

AdaptHealth Corp.

By:

/s/

Jason Clemens

Name:

Jason Clemens

Title:

Chief Financial Officer

- 4 -

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2620877d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

EXECUTION VERSION

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE

BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS

(I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

ASSET PURCHASE AGREEMENT

by and between

RGH ENTERPRISES, LLC

and

ADAPTHEALTH CORP.

Dated July 19, 2026

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.1.

Certain Definitions

Section 1.2.

Interpretation

Article II

PURCHASE AND SALE OF ASSETS;

ASSUMPTION OF LIABILITIES

Section 2.1.

Purchase and Sale of Assets

Section 2.2.

Excluded Assets

Section 2.3.

Assumption of Liabilities

Section 2.4.

Excluded Liabilities

Article III

PURCHASE PRICE AND TERMS OF PAYMENT;

CLOSING

Section 3.1.

Consideration

Section 3.2.

Closing

Section 3.3.

Withholding Rights

Section 3.4.

Allocation

Section 3.5.

Affiliates

Article IV

REPRESENTATIONS AND WARRANTIES

OF SELLER

Section 4.1.

Organization and Qualification

Section 4.2.

Authorization

Section 4.3.

Non-contravention

Section 4.4.

No Consents

Section 4.5.

Good Title Conveyed

Section 4.6.

Title to Assets; Sufficiency

Section 4.7.

Books and Records

Section 4.8.

Financial Statements; Undisclosed Liabilities

Section 4.9.

Absence of Certain Developments

Section 4.10.

Compliance with Law; Governmental Authorizations; Permits; Etc.

Section 4.11.

Litigation

Section 4.12.

Taxes

Section 4.13.

Environmental Matters

Section 4.14.

Employee Matters

Section 4.15.

Employee Benefit Plans

Section 4.16.

Intellectual Property Rights

Section 4.17.

Contracts

Section 4.18.

Insurance

Section 4.19.

Related Party Transactions

Section 4.20.

Payors and Suppliers

Section 4.21.

Brokers

Section 4.22.

Healthcare Matters

Section 4.23.

Privacy and Security

Section 4.24.

Sanctions Matters

Article V

REPRESENTATIONS AND WARRANTIES

OF Purchaser

Section 5.1.

Organization

Section 5.2.

Authorization

Section 5.3.

Non-contravention

Section 5.4.

No Consents

Section 5.5.

Litigation

Section 5.6.

Brokers

Section 5.7.

Funds Available; Solvency

Article VI

COVENANTS AND AGREEMENTS

Section 6.1.

Access and Information

Section 6.2.

Conduct of Business

Section 6.3.

Reasonable Best Efforts

Section 6.4.

Contracts

Section 6.5.

Public Announcements

Section 6.6.

Employee Matters

Section 6.7.

Tax Matters

Section 6.8.

Competition Laws

Section 6.9.

Exclusivity

Section 6.10.

Certain Intellectual Property Matters

Section 6.11.

Insurance

Section 6.12.

Non-Solicitation; Non-Competition; Confidentiality

Section 6.13.

Data Room

Section 6.14.

Waiver of Bulk Sales Requirement

Section 6.15.

Cooperation Matters

Section 6.16.

Further Assurances

Section 6.17.

Separation Plan

Article VII

CONDITIONS TO CLOSING

Section 7.1.

Mutual Conditions

Section 7.2.

Conditions to the Obligations of Purchaser

Section 7.3.

Conditions to the Obligations of Seller

Article VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1.

Termination

Section 8.2.

Effect of Termination

Section 8.3.

Termination Fee

Article IX

INDEMNIFICATION

Section 9.1.

Survival

Section 9.2.

Indemnification by Seller

Section 9.3.

Indemnification by Purchaser

Section 9.4.

Limitation on Liability

Section 9.5.

Claims

Section 9.6.

Defense of Actions

Section 9.7.

Adjustment to Purchase Price

Section 9.8.

Materiality

Section 9.9.

Indemnification Escrow

Section 9.10.

Exclusive Remedy

Article X

MISCELLANEOUS

Section 10.1.

Notices

Section 10.2.

Exhibits and Schedules

Section 10.3.

Computation of Time

Section 10.4.

Expenses

Section 10.5.

Governing Law; Jurisdiction

Section 10.6.

Assignment; Successors and Assigns; No Third-Party Rights

Section 10.7.

Counterparts

Section 10.8.

Titles and Headings

Section 10.9.

Entire Agreement

Section 10.10.

Severability

Section 10.11.

No Strict Construction

Section 10.12.

Specific Performance

iii

Section 10.13.

Waiver of Jury Trial

Section 10.14.

Amendments; Waivers

Section 10.15.

No Recourse

Section 10.16.

Disclaimer

Exhibit A

–

Key Employees

Exhibit B

–

Form of Escrow Agreement

Exhibit C

–

Form of Assignment and Assumption Agreement

Exhibit D

–

Form of Transition Services Agreement

Exhibit E

–

Allocation Methodology

Exhibit F

–

Separation Plan

Exhibit G

–

Form of IP License Agreement

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement

is dated as of July 19, 2026, by and between RGH Enterprises, LLC, an Ohio limited liability company (“Purchaser”),

and AdaptHealth Corp., a Delaware corporation (“Seller”). Purchaser and Seller shall be referred to herein from time

to time as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, certain terms used

herein are defined in Article I;

WHEREAS, Purchaser desires

to purchase, acquire, and take assignment and delivery from Seller and the Selling Subsidiaries, and Seller desires to sell, assign,

transfer, convey and deliver, and to cause the Selling Subsidiaries to sell, assign, transfer, convey and deliver, to Purchaser, all

right, title and interest in, to and under the Assets, and in connection therewith, Purchaser is willing to assume the Assumed Liabilities,

all in the manner and subject to the terms and conditions set forth herein;

WHEREAS, concurrently with

the execution of this Agreement, and as a condition and inducement to the willingness of Purchaser to enter into this Agreement, the

individual set forth on Exhibit A hereto is entering into a business protection agreement with Purchaser or an Affiliate

thereof, to be effective as of the Closing; and

WHEREAS, Seller will, and

will cause the Selling Subsidiaries to, and Purchaser will, and will cause its Affiliates to, at or prior to the Closing, execute and

deliver each of the other Transaction Documents to which they are a party.

NOW, THEREFORE, in consideration

of the premises and the mutual covenants, representations, warranties and undertakings contained herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as

follows:

Article I

DEFINITIONS

Section 1.1.      Certain

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

“Access Limitations”

has the meaning set forth in Section 6.1(a).

“Accounting Firm”

has the meaning set forth in Section 3.1(d)(ii).

“Acquisition Proposal”

means any inquiry, proposal or offer from any Person (other than Purchaser and its Agents) with respect to, or any Person’s indication

of interest in, any (a) merger, business combination, plan of arrangement, amalgamation, reorganization, recapitalization, liquidation,

dissolution, share or unit issuance or share or unit exchange, consolidation or similar transaction relating to ten percent (10%) or

more of the Assets or the assets or Equity Interests of Seller and the Selling Subsidiaries related to the Business or (b) other

sale, license, transfer, disposition, acquisition or other purchase or sale of ten percent (10%) or more of the Assets, the assets or

Equity Interests of Seller and the Selling Subsidiaries related to the Business, or similar transactions involving the Business, other

than the Transactions.

“Action” means any claim, counterclaim,

complaint, litigation, arbitration, mediation, audit, hearing, inquiry, examination, investigation, suit, charge, action, proceeding

(including any civil, criminal, administrative, investigative or appellate proceeding) or Order commenced, brought, conducted or heard

by or before, or otherwise involving, any Governmental Authority or any arbitrator, arbitration panel, mediator or tribunal.

“Adjustment Amount”

has the meaning set forth in Section 3.1(e)(iii).

“Adjustment Escrow

Account” has the meaning set forth in Section 3.1(c)(ii).

“Adjustment Escrow

Amount” has the meaning set forth in Section 3.1(c)(ii).

“Adjustment Escrow

Funds” means, as of any date, the amount of funds then held by the Escrow Agent in the Adjustment Escrow Account pursuant to

the Escrow Agreement.

“Affiliate”

means a Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly,

the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting

securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative

thereto.

“Agents”

means, with respect to any Person, such Person’s Affiliates and its and their respective directors, managers, officers, principals,

partners, members, employees, agents, consultants, advisors and other representatives.

“Agreement”

means this Asset Purchase Agreement, as such may from time to time be amended, modified, supplemented or restated in accordance with

the terms hereof.

“Allocation”

has the meaning set forth in Section 3.4.

“Assets”

has the meaning set forth in Section 2.1.

“Assignment and

Assumption Agreement” has the meaning set forth in Section 3.2(b)(vi).

“Assumed Liabilities”

has the meaning set forth in Section 2.3.

“Bankruptcy and

Equity Exceptions” has the meaning set forth in Section 4.2(c).

“Basket Amount”

has the meaning set forth in Section 9.4(a).

“Benefit Plan”

means (a) each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject

to ERISA) and (b) each other pension, bonus, incentive, severance, employment, profit sharing, retirement, retiree medical, change-in-control,

retention, deferred compensation, stock option, stock purchase, phantom equity, other equity or equity-based, medical, dental, vision,

or other compensation or benefit plan, program, policy, agreement, Contract or arrangement, in each case whether or not in writing and

(i) that is sponsored, maintained or contributed to (or required to be sponsored, maintained or contributed to) by Seller or any

of its Subsidiaries or ERISA Affiliates, or to which Seller or any of its Subsidiaries or ERISA Affiliates is a party, in any case, for

the benefit of any Business Service Provider (or any of their respective beneficiaries) or (ii) under which Seller or any of its

Subsidiaries or any of their ERISA Affiliates has or could have any Liability with respect to the Business, but excluding (A) Multiemployer

Plans and (B) any other plan, program or arrangement maintained by a Governmental Authority to which Seller or any of its Subsidiaries

is required to contribute pursuant to applicable Law.

“Books and Records”

has the meaning set forth in Section 2.1(e).

“Business”

means the businesses related to medical devices and related services to patients for the treatment of diabetes, conducted by Seller and

its Affiliates during the relevant period (or, if not specified, during the twelve (12) months prior to the date hereof), but excluding

(a) any general corporate, shared services, or administrative functions performed by Seller or its Affiliates for the Selling Subsidiaries

and (b) any diabetes products or diabetes-related services provided by Seller or any of its Affiliates under or pursuant to any

Capitated Payor Contract, to the extent such diabetes products or diabetes-related services are included as a component of a broader

arrangement under such Capitated Payor Contract covering non-diabetes durable medical equipment or other non-diabetes product categories

(collectively in this clause (b), the “Capitated Payor Business”); provided that the exclusion set forth in

this clause (b) shall apply to Capitated Payor Contracts existing as of the date hereof and Capitated Payor Contracts entered into

after the date hereof.

“Business Associate

Agreements” has the meaning set forth in Section 4.22(i)(i).

“Business Day”

means a day, other than a Saturday or Sunday, on which commercial banks in New York City are open for the general transaction of business.

“Business Employee”

means each employee of Seller or any of its Affiliates (a) whose job duties and responsibilities are primarily dedicated to the

Business or (b) who Purchaser and Seller mutually agree shall be included in Section 1.1(a) of the Schedules.

“Business Employee

Census” has the meaning set forth in Section 4.14(d).

“Business Independent

Contractor” has the meaning set forth in Section 4.14(e).

“Business Intellectual

Property” has the meaning set forth in Section 2.1(f).

“Business IT Systems”

has the meaning set forth in Section 4.16(l).

“Business Owned

Intellectual Property” has the meaning set forth in Section 2.1(f).

“Business Registered

Intellectual Property” has the meaning set forth in Section 4.16(a).

“Business Service

Provider” means each current or former employee, manager, director, officer, individual independent contractor, individual

consultant or other individual service provider of Seller or any of its Affiliates, with respect to the Business.

“Business Software”

means Software included in the Business Owned Intellectual Property.

“Capitated Payor

Contract” means any Contract pursuant to which Seller or any of its Affiliates provides or arranges for the provision of durable

medical equipment, medical devices or related services on a capitated, bundled or similar basis, where the scope of products or services

covered by such Contract includes both diabetes-related products or services and non-diabetes durable medical equipment or other non-diabetes

product categories.

“Claim”

has the meaning set forth in Section 9.5.

“Clean Team Confidentiality

Agreement” has the meaning set forth in Section 6.1(c).

“Closing”

has the meaning set forth in Section 3.2(a).

“Closing Date”

has the meaning set forth in Section 3.2(a).

“COBRA”

means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar Law.

“Code”

means the Internal Revenue Code of 1986.

“Collective Bargaining

Agreement” has the meaning set forth in Section 4.14(a).

“Competing Business”

has the meaning set forth in Section 6.12(b).

“Competition Authority”

means any Governmental Authority responsible for the administration and enforcement of Competition Law.

“Competition Laws”

means the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act (and any similar Law enforced by any Governmental

Authority regarding pre-acquisition notifications), the Federal Trade Commission Act of 1914 and all other United States federal or state

or foreign Laws designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization,

lessening of competition or restraint of trade through merger or acquisition or effectuating foreign investment.

“Confidentiality

Agreement” has the meaning set forth in Section 6.1(c).

“Consent”

means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of,

registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority.

“Contract”

has the meaning set forth in Section 4.3.

“Contract Transfer

Time” has the meaning set forth in Section 6.4(b).

“Controlled Group

Liability” means any Liabilities (a) under any Multiemployer Plan, (b) under Title IV of ERISA, (c) under

Section 302 of ERISA or Sections 412 and 4971 of the Code, (d) as a result of the failure to comply with the continuation

of coverage requirements of ERISA Section 601 et seq., and Section 4980B of the Code and (e) under corresponding or similar

provisions of any foreign Law related to defined benefit pension plan funding requirements or post-termination medical insurance plan

coverage.

“Copyrighted Works”

means all published and unpublished original works of authorship (including Software) and copyrights therein, copyright registrations

and applications for registration thereof and all renewals, and extensions thereof, and moral rights associated therewith.

“Covered Materials”

has the meaning set forth in Section 6.15(d).

“Data Privacy and

Security Laws” means all applicable state, federal and foreign Laws related to privacy, data protection, security, data breach

notification, e-commerce, marketing, electronic or telephonic communications, or the Processing of Personal Information, including, as

applicable, HIPAA, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and other comprehensive state

privacy laws, the GDPR and any national legislation implementing or supplementing the e-Privacy Directive or the GDPR, the Federal Trade

Commission Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act,

the Computer Fraud and Abuse Act, state data security Laws, state unfair or deceptive trade practices Laws, state biometric privacy Laws,

state healthcare privacy Laws, state Social Security number protection Laws, and state data breach notification Laws.

“Data Room”

has the meaning set forth in Section 1.2(i).

“Decrease Amount”

has the meaning set forth in Section 3.1(e)(ii).

“Designated Courts”

has the meaning set forth in Section 10.5(b).

“Dispute Notice”

has the meaning set forth in Section 3.1(d)(ii).

“Disputed Items”

has the meaning set forth in Section 3.1(d)(ii).

“DME”

means Medicare durable medical equipment.

“DME Supplier Standards”

has the meaning set forth in Section 4.22(g).

“DMEPOS”

has the meaning set forth in Section 4.22(h).

“DOJ”

has the meaning set forth in Section 7.1(b).

“Enforcement Costs”

has the meaning set forth in Section 8.3.

“Environmental Laws”

means all applicable federal, state, local and foreign Laws relating to the generation, use, disposal, handling, storage, treatment,

transport, or release of Hazardous Substances or the protection of the environment, natural resources or worker health and safety (as

it relates to exposure to Hazardous Substances).

“Equity Interests”

means, with respect to any Person, any shares, interests, participations, other equity interests or equity-linked interests of any kind

or other equivalents (however designated, and whether voting or non-voting), including membership interests, partnership interests (whether

general or limited), joint venture interests, phantom stock, stock appreciation rights and beneficial interests, and any warrants, options,

rights to vote or purchase or obtain (including upon conversion) and any other interest or participation that confers on a Person the

right to receive a share of the profits and losses of, or distributions of property of, a Person or any other rights or securities convertible

into, exercisable for or related to any of the foregoing.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means, with respect to any entity, any other entity that, together with such entity, would be treated as a single employer within the

meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA.

“Escrow Agent”

means PNC Bank, National Association.

“Escrow Agreement”

means the Escrow Agreement to be entered into on the Closing Date by and among Purchaser, AdaptHealth LLC and the Escrow Agent, substantially

in the form of Exhibit B attached hereto, subject to any changes proposed by the Escrow Agent that are reasonably acceptable

to Purchaser and Seller.

“Escrow Amount”

means the Adjustment Escrow Amount plus the Indemnification Escrow Amount.

“Escrow Release

Date” has the meaning set forth in Section 9.9.

“Estimated Closing

Proceeds” has the meaning set forth in Section 3.1(b).

“Estimated Closing

Statement” has the meaning set forth in Section 3.1(b).

“Excluded Assets”

has the meaning set forth in Section 2.2.

“Excluded Liabilities”

has the meaning set forth in Section 2.4.

“Excluded Taxes”

means all Taxes (a) of Seller or any of its Affiliates (or for which Seller or any of its Affiliates may otherwise be liable) for

all taxable periods (including all Liabilities of Seller or any of its Affiliates for Taxes related to the Transactions), including,

for the avoidance of doubt, any Liability of Seller or any of its Affiliates for Taxes of any other Person under Treasury Regulation

Section 1.1502-6 (or any similar provisions of state, local or non-U.S. Law), as a transferee or successor, or as a result of a

Contract or otherwise by operation of law, (b) of Seller’s or any of its Affiliates’ direct or indirect beneficial owners

to the extent attributable to the Business, the Assets or the Assumed Liabilities, (c) of or relating to the Business, the Assets

or the Assumed Liabilities that are incurred in, or attributable to, any Pre-Closing Tax Period (and in the case of any Straddle Period,

as determined in accordance with Section 6.7(d)(iii)), including any such Taxes that are not due or assessed until after

the Closing Date and any Property Taxes that are the responsibility of Seller pursuant to Section 6.7(d), (d) that are

the responsibility of Seller pursuant to Section 6.7(c), and (e) arising out of, resulting from or relating to any Excluded

Assets or Excluded Liabilities; provided that, for the avoidance of doubt, “Excluded Taxes” shall not include Property

Taxes that are the responsibility of Purchaser pursuant to Section 6.7(d) or Transfer Taxes that are the responsibility

of Purchaser pursuant to Section 6.7(c).

“Exhibits”

has the meaning set forth in Section 1.2(d).

“Federal Health

Care Program” has the meaning set forth in 42 U.S.C. §1320a-7b(f).

“Final Allocation”

has the meaning set forth in Section 3.4.

“Final Closing Proceeds”

has the meaning set forth in Section 3.1(d)(iv).

“Financial Statements”

has the meaning set forth in Section 4.8(a).

“Fraud”

means, with respect to any Party, actual and intentional common law fraud (as opposed to constructive fraud) by such Party with respect

to the making of the representations and warranties contained in this Agreement or in any certificate delivered hereunder.

“FTC”

has the meaning set forth in Section 7.1(b).

“GAAP”

means generally accepted accounting principles as in effect in the United States.

“GAAP Consistently

Applied” means GAAP and, to the extent consistent with GAAP, using and applying the same accounting methods, principles, policies,

practices, and procedures, with consistent classification, judgments, and estimation methodology, as were used and applied (a) with

respect to the Financial Statements, in preparing the Recent Balance Sheet, consistently applied, and (b) with respect to the calculation

and determination of Net Working Capital, the Estimated Closing Statement and the Proposed Final Closing Statement, in preparing the

most recent balance sheet included in the Financial Statements.

“GDPR”

means the General Data Protection Regulation (2016/679).

“Governing Documents”

means, with respect to any entity, (a) the certificate or articles of incorporation and the bylaws, the certificate of formation

and partnership agreement or operating agreement (as applicable), and (b) any documents comparable to those described in clause (a) as

may be applicable to such entity pursuant to any applicable Law.

“Governmental Authority”

means any supranational, national, federal, state, provincial, county, municipal or local government, foreign or domestic, or any political

subdivision or legislative, executive or regulatory authority of any of the foregoing, or any court, arbitrator or arbitral body (public

or private), tribunal or similar judicial body, or any entity, authority, agency, branch, ministry, bureau, board, commission or other

instrumentality of any nature exercising executive, legislative, judicial, regulatory, self-regulatory, expropriation, or administrative

authority or functions of or pertaining to government in any jurisdiction, including any authority or other quasi-governmental entity

established to perform any of such functions.

“Hazardous Substances”

means hazardous or toxic substances or materials, hazardous wastes, pollutants or contaminants as said terms (or terms of similar import)

are defined by or regulated under applicable Environmental Laws or any other substance for which standards of conduct are prescribed

under Environmental Laws, including petroleum or petroleum constituents, radioactive materials, asbestos and asbestos-containing materials,

per- and polyfluoroalkyl substances or polychlorinated biphenyls.

“Healthcare Laws”

means all Laws and Orders applicable to Seller and its Affiliates, with respect to the Business, including the following: (a) Laws

relating to participation in or claims submitted to Medicare, Medicaid, CHIP, TRICARE (10 U.S.C. § 1071, et seq.), and any

other Federal Health Care Programs, (b) the civil False Claims Act (31 U.S.C. § 3729, et seq.), the Civil Monetary Penalties

Law (42 U.S.C. § 1320a-7a), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the Exclusion Law (42

U.S.C. § 1320a-7), federal and state anti-kickback statutes (including 42 U.S.C. § 1320a-7b), federal and state referral

Laws (including 42 U.S.C. § 1395nn), criminal false claims statutes (e.g., 18 U.S.C. §§ 287 and 1001), the False

Statements Relating to Health Care Matters Act (18 U.S.C. § 1035), the Health Care Fraud Act (18 U.S.C. § 1347),

the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. § 3801, et seq.), the Laws regarding Exclusion and Civil Monetary Penalties

(42 U.S.C. §§ 1320a-7, 1320a-7a and 1320a-7b), and the Beneficiary Inducement Statute (42 U.S.C. § 1320a-7a(a)(5)),

(c) the Patient Protection and Affordable Care Act (Pub. L. No. 111-148) and the Health Care and Education Reconciliation

Act of 2010 (Pub. L. No. 111-152) and the regulations promulgated thereunder, (d) Laws governing the licensure, permitting,

certification, accreditation, registration or regulation of healthcare providers, professionals, facilities, services, or equipment,

(e) HIPAA and other Laws relating to medical privacy and security, patient information, patient confidentiality and informed consent,

(f) Laws governing the hiring of employees or acquisition of services or supplies from Persons excluded from participation in Federal

Health Care Programs, (g) the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (P.L. 108-173, 117 Stat.

2066), (h) the Food, Drug and Cosmetic Act of 1938 (21 U.S.C. § 301, et seq.) and (i) the Prescription Drug Marketing

Act of 1987 (P.L. 100-293, 102 Stat. 95), the Public Health Service Act (42 U.S.C. § 210 et seq.), the Controlled Substances

Act (21 U.S.C. § 801, et seq.), and the regulations promulgated pursuant to such statutes.

“HIPAA”

means the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d-1329d-8, as amended and supplemented

by the Health Information Technology for Economic and Clinical Health Act, Pub. L. No. 111-5, and all rules and regulations

promulgated thereunder, and as otherwise may be amended from time to time by Congress or rulemaking authority of the Secretary of the

Department of Health and Human Services, and the implementing regulations and guidance promulgated thereunder (including the Standards

for Privacy of Individually Identifiable Health Information (45 C.F.R. Parts 160 and 164)), the Security Standards for the Protection

of Electronic Protected Health Information (45 C.F.R. Parts 160,162, and 164), the Breach Notification Rule (45 C.F.R. Parts 160

and 164 Parts A and D), and the Standards for Electronic Transactions and Code Sets (45 C.F.R. Parts 160 and 162) promulgated

thereunder.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“HSR Clearance”

has the meaning set forth in Section 7.1(b).

“Inactive Employee”

means each Offered Person who is on long-term or short-term disability as of the Closing Date.

“Income Tax”

has the meaning set forth in Section 6.2(b)(xx).

“Increase Amount”

has the meaning set forth in Section 3.1(e)(i).

“Indebtedness”

means, without duplication, any (a) obligations of Seller or any of its Subsidiaries relating to indebtedness for borrowed money,

(b) indebtedness or obligations of Seller or any of its Subsidiaries evidenced by bonds, notes, indentures, debentures, loan agreements,

sale and leaseback agreements, synthetic leases, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention

agreements, security agreements, equipment financing agreements or any other similar debt instrument or security, (c) obligations

of Seller or any of its Subsidiaries in respect of capitalized or finance leases (calculated in accordance with GAAP Consistently Applied),

(d) the maximum amount of banker’s acceptances, advance payment guarantees, bank guarantees, bid guarantees, surety, performance

or other similar bonds, or letters of credit (including standby and commercial), in each case, created by or for the account of Seller

or any of its Subsidiaries, and whether or not drawn or claimed against, (e) obligations of Seller or any of its Subsidiaries for

the deferred purchase price of properties, businesses, assets, equipment, goods or services, purchase price settlement or adjustment

obligations, earn-outs, contingency payments, holdbacks, deferred consideration or similar agreements or obligations, in each case calculated

as to the maximum amounts payable thereunder, (f) obligations under any existing interest rate, currency, collar, commodity or other

swap, protection, hedge, forward rate or other financial derivative agreement entered into by Seller or its Subsidiaries prior to the

Closing, (g) amounts due to Affiliates to the extent Seller or any of its Subsidiaries is liable therefor, (h) obligations

of Seller or its Subsidiaries for debt arising under corporate credit cards or similar instruments of payment and bank and book overdrafts,

customer deposits and costs associated with servicing any unearned revenue, (i) obligations of Seller or any of its Subsidiaries

relating to financed insurance premiums, (j) indebtedness or obligations of the types referred to in the preceding clauses (a) through

(i) of any other Person secured by any Lien on any assets of Seller or any of its Subsidiaries (whether or not the obligations secured

thereby have been assumed), (k) obligations of Seller or any of its Subsidiaries (i) from unfunded or underfunded Benefit Plans

(including any unsatisfied obligation for “withdrawal liability” pursuant to any “multiple employer plan”), (ii) with

respect to termination or severance Liabilities owed and payable as of the Closing to any employee, manager, director, officer or individual

independent contractor, (iii) with respect to workers’ compensation or (iv) with respect to earned but unpaid compensation

owed and payable as of the Closing (including salary, bonus, commission, overtime, paid time-off, incentive compensation, equity and

equity-based compensation, retention or deferred compensation) (including, in each case in this clause (k), the employer portion of any

payroll, social security, unemployment and similar Taxes incurred in respect of such obligations), and (l) obligations of Seller

or any of its Subsidiaries in the nature of guarantees of obligations of the type described in the foregoing clauses (a) through

(j) of any other Person, in each case of the foregoing clauses (a) through (l), together with all accrued interest thereon

and any applicable prepayment, redemption, breakage, make-whole or other premiums, fees, expenses or penalties, and as determined in

accordance with GAAP Consistently Applied. For the avoidance of doubt, Indebtedness shall not include any of the foregoing to the

extent included in the calculation of current liabilities in the determination of Net Working Capital (as finally determined pursuant

to Section 3.1(d)).

“Indemnification

Escrow Account” has the meaning set forth in Section 3.1(c)(iii).

“Indemnification

Escrow Amount” has the meaning set forth in Section 3.1(c)(iii).

“Indemnified Party”

has the meaning set forth in Section 9.5.

“Indemnifying Party”

has the meaning set forth in Section 9.5.

“Insurance Policies”

has the meaning set forth in Section 4.18.

“Intellectual Property”

means any intellectual property or proprietary rights in any jurisdiction throughout the world, including the following: (a) Trademarks,

and all goodwill associated therewith and symbolized thereby, (b) Patents, (c) Trade Secrets, (d) Copyrighted Works, (e) rights

in Software, (f) Internet Properties and (g) other intellectual property rights in any jurisdiction, whether statutory or common

law or otherwise, including rights to limit the use or disclosure thereof by any Person, and the right to bring suit for and pursue past,

current and future violations, infringements, or misappropriations thereof.

“Internet Properties”

means all internet domain name registrations, URLs and social media identifiers and accounts.

“IP License Agreement”

has the meaning set forth in Section 3.2(b)(viii).

“IRS”

means the U.S. Internal Revenue Service.

“Laws”

means any supranational, federal, national, territorial, state, provincial, county, municipal or local, foreign, multi-national or domestic

statutes, laws (including statutory, common law or otherwise), rules, regulations, acts, codes, ordinances, constitutions, treaties,

writs, codes and Orders, in each case, of all Governmental Authorities.

“Liabilities”

means all debts, liabilities, guarantees, assurances, commitments and obligations of any kind, whether fixed, contingent or absolute,

asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become

due, whenever or however arising (including whether arising out of any Contract or tort based on negligence or strict liability).

“Licensed Use”

has the meaning set forth in Section 6.10(a).

“Lien”

means any mortgage, pledge, security interest, preemption, encumbrance, easement, lien, charge, deed of trust, lease, sublease, license,

hypothecation, option or any similar restriction of any kind, right of first refusal or first offer, right-of-way, covenant, condition,

restriction, title defect, possessory interest, collateral assignment, servitude, encroachment or other transfer restriction or similar

encumbrance or other adverse claim of any kind, whether voluntarily incurred or arising by operation of law, and any conditional, installment,

contingent sale or other title retention agreement or lease in the nature thereof.

“Loss”

or “Losses” means, with respect to a particular Person, any liabilities, debts, obligations, demands, claims, suits,

actions, causes of action, awards, judgments, settlements, assessments, losses, Taxes, fines, penalties, damages, interest, costs or

expenses of any kind, in each case, sustained or incurred by such Person (including reasonable fees and expenses of attorneys, accountants

and other advisors and experts paid in connection with the investigation, prosecution or defense of, and all amounts paid in settlement

with respect to, any of the foregoing).

“Major Payor”

has the meaning set forth in Section 4.20.

“Major Supplier”

has the meaning set forth in Section 4.20.

“Material Adverse

Effect” means any change, effect, event, occurrence, condition, state of facts, development or circumstance that, individually

or in combination with any other change, effect, event, occurrence, condition, state of facts, development or circumstance, has, or would

be reasonably expected to have, a material adverse effect on the business, financial condition or results of operations (financial or

otherwise) of the Business; provided that any adverse change, effect, event, occurrence, condition, state of facts, development

or circumstance attributable to any of the following shall not constitute, and shall not be taken into account in determining whether

there has been or will be, a Material Adverse Effect: (a) the announcement or pendency of this Agreement or the Transactions, (b) the

identity of, or the effects of any facts or circumstances relating to, Purchaser or any of its Affiliates, including the loss of any

customers, suppliers or employees to the extent directly relating to or arising out of any of the foregoing (provided that the

foregoing clauses (a) and (b) shall not apply to any representation or warranty (and associated condition to the Closing) to

the extent such representation or warranty is intended to address the consequences of the execution, performance or consummation of this

Agreement or the Transactions), (c) business or political conditions or conditions generally affecting the industry or segments

therein in which the Business participates, the U.S. economy as a whole or the capital, credit or financial markets in general or the

markets in which the Business operates, (d) Seller’s or its Affiliates’ taking of any action as expressly required by

this Agreement (except for the obligations set forth in Section 6.2) or at the express written request of Purchaser after

the date of this Agreement, (e) any changes in GAAP or other applicable accounting principles following the date of this Agreement,

(f) any acts of war (whether or not declared), armed hostilities or terrorism occurring after the date of this Agreement or the

escalation or worsening of any such acts of war, armed hostilities or terrorism threatened or underway as of the date of this Agreement,

(g) any acts of God, including earthquakes, hurricanes, floods, pandemics, epidemics, storms, fires or other natural disasters,

(h) any failure by the Business to meet any projections, estimates, forecasts, predictions, or budgets for any period prior to,

on or after the date of this Agreement (other than any change, effect, event, occurrence, condition, state of facts, development or circumstance

underlying such failure, which may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably

be expected to occur) or (i) any act or (to the extent the relevant action is expressly permitted by the terms of this Agreement)

omission of Purchaser or its Affiliates taken after the date of this Agreement (other than those acts or omissions taken at the express

written request, or with the prior written consent, of Seller); provided, further, that, if any change, effect, event,

occurrence, condition, state of facts, development or circumstance in the foregoing clauses (c), (e), (f) or (g) has a

greater adverse impact on the Business, as compared to the adverse impact such change, effect, event, occurrence, condition, state of

facts, development or circumstance has on other Persons operating in the same industries as the Business operates, then the effect of

such change, effect, event, occurrence, condition, state of facts, development or circumstance shall be taken into account in determining

whether a Material Adverse Effect has occurred.

“Material Contracts”

has the meaning set forth in Section 4.17(a).

“Material Permits”

has the meaning set forth in Section 4.10(b).

“Measurement Time”

means 12:01 A.M. on the Closing Date.

“Medicaid”

means, collectively, the health care assistance program established by Title XIX of the Social Security Act (and any statutes succeeding

thereto), and all applicable Laws pertaining to such program, including (a) all federal statutes affecting such program, (b) all

state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated

in connection with such program and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative

guidance, reimbursement, and requirements of all Governmental Authorities promulgated in connection with such program that have force

of Laws, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Medicare”

means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act

and any statutes succeeding thereto, and all applicable Laws, manuals, orders or requirements pertaining to such program including (a) all

federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program and (b) all

applicable provisions of all rules, regulations, manuals, orders, administrative guidance, reimbursement and requirements of all Governmental

Authorities promulgated in connection with such program that have force of Laws, in each case, as the same may be amended, restated,

supplemented or otherwise modified from time to time.

“Multiemployer Plan”

has the meaning set forth in Section 3(37) of ERISA.

“MyApp Application”

means the patient-facing mobile application developed by or on behalf of Seller or its Affiliates and marketed as “myAPP,”

which facilitates medical equipment and supplies management (including functionality to enable or assist with patient supply reorder,

order status tracking, live chat, bill pay, appointment scheduling, push notifications, and patient onboarding workflow), including all

source code, object code, APIs, libraries, frameworks, configurations, user interfaces, designs, documentation, databases, data models

and related Intellectual Property in each case embodied therein or used to develop, build, operate or support such application and to

integrate such application with Seller’s back-end systems and third-party platforms, together with all current and historical versions,

updates, patches, releases and improvements thereto.

“National Provider

Identifiers” means the standard unique health identifiers required under 45 C.F.R. Part 164, Subpart D.

“Net Working Capital”

means an amount (which may be positive, negative or zero (0)) equal to (a) the aggregate value of the current assets (other than

any cash and cash equivalents, Income Tax assets, deferred Tax assets, or any Excluded Assets) of the line item current asset accounts

of the Business specified in Section 1.1(b) of the Schedules, on a consolidated basis, minus (b) the aggregate

value of the current liabilities (other than Income Tax Liabilities, deferred Tax Liabilities or any Excluded Liability) of the line

item current liability accounts of the Business specified in Section 1.1(b) of the Schedules, on a consolidated basis,

in each case, without duplication and determined as of the Measurement Time in accordance with GAAP Consistently Applied in a format

and consistent with the sample calculation of Net Working Capital set forth in Section 1.1(b) of the Schedules.

“Net Working Capital

Adjustment” means the amount (which may be negative, positive or zero (0)) equal to (a) Net Working Capital, minus

(b) the Target Net Working Capital.

“New IT Environment

IP” means Seller-owned Intellectual Property embodied in, or used by Seller or its Affiliates to create, operate or support,

the cloned, duplicated, separated or standalone information technology environment made available to Purchaser in connection with the

Transactions and the activities contemplated by the Separation Plan, including Seller-owned Software, code, configurations, customizations,

integrations, interfaces, APIs, workflows, scripts, documentation and other Intellectual Property embodied therein or used by Seller

or its Affiliates to create, operate or support such environment.

“Non-Assigned Contract”

has the meaning set forth in Section 6.4(a).

“Non-Recourse Party”

means, with respect to a Party, any of such Party’s former, current and future equityholders, controlling Persons, Agents or assignees

(or any former, current or future equityholder, controlling Person, Agent or assignee of any of the foregoing).

“Nonparty Affiliate”

has the meaning set forth in Section 10.15.

“Offer of Employment”

has the meaning set forth in Section 6.6(a).

“Offered Person”

means each Business Employee set forth in Section 1.1(c) of the Schedules; provided that following receipt of

the Updated Census and at least ten (10) Business Days prior to the Closing Date, Purchaser may update Section 1.1(c) of

the Schedules in respect of new hires, terminations or other personnel changes occurring between the date hereof and the Closing Date

as reflected on the Updated Census; provided, further, that Purchaser shall consult in good faith with Seller prior to

making any such updates to Section 1.1(c) of the Schedules.

“Offshore Services

Disclosures and Attestations” means those certain notices and attestations required under Third-Party Payor Agreements concerning

the provision of services or use of contractors outside of the United States (i.e., 50 States, District of Columbia or U.S. Territories)

where such services involve or such contractors provide services that involve the receipt, processing, transfer, handling or storage

of, or access to, PHI in oral, written or electronic form, or such other services or use of contractors outside of the United States

for which notices or attestations are required under applicable Third-Party Payor Agreements.

“OIG”

has the meaning set forth in Section 4.22(b)(iv).

“Open Source Software”

means Software that is licensed pursuant to (a) any license that is, or is substantially similar to, a license now or in the future

approved by the Open Source Initiative and listed at http://www.opensource.org/licenses (which licenses shall include all versions of

GNU GPL, GNU LGPL, GNU Affero GPL, MIT license, Eclipse Public License, Common Public License, CDDL, Mozilla Public License, BSD license

and Apache license) and any “copyleft” license or any other license under which such Software or other materials are distributed

or licensed as “free software,” “open source software” or under similar terms, or (b) any Reciprocal License.

“Order”

means any order, ruling, judgment, writ, injunction, stipulation, award, decree, decision, directive, determination, award, authorization,

Consent or similar order or determination issued, made or approved by any Governmental Authority.

“Outside Date”

has the meaning set forth in Section 8.1(d).

“Party”

or “Parties” has the meaning set forth in the Preamble.

“Patents”

means patents and patent applications, utility models and applications for utility models, inventor’s certificates and applications

for inventor’s certificates, and invention disclosure statements, together with all reissuances, continuations, continuations-in-part,

divisionals, revisions, substitutes, extensions and reexaminations thereof.

“Permits”

means all licenses, approvals, authorizations, permits, registrations, qualifications, clearances, authorizations, certificates of need,

provider or supplier numbers or certificates (or exemptions or waivers thereof), franchises, accreditations, certifications, Consents,

Orders, approvals or other form of approval or authority issued, granted, given or otherwise made available by or under the authority

of any Governmental Authority.

“Permitted Liens”

means (a) statutory, common law or contractual liens for current Taxes or other governmental charges (i) not yet delinquent

or (ii) the amount or validity of which is being contested in good faith by appropriate Actions, in each case for which adequate

reserves have been established in accordance with GAAP Consistently Applied, (b) mechanics’, carriers’, workers’,

repairers’ and similar statutory liens arising or incurred in the ordinary course of business not yet due and payable and the amount

for which adequate reserves have been established in accordance with GAAP Consistently Applied, (c) liens arising under worker’s

compensation, unemployment insurance, social security, retirement and similar legislation, (d) liens on goods in transit incurred

pursuant to documentary letters of credit, (e) purchase money liens and liens securing rental payments under capital lease arrangements,

(f) non-exclusive licenses of Intellectual Property granted by Seller or any of its Subsidiaries in the ordinary course of business,

(g) Liens created by or in favor of Purchaser or any Affiliate of Purchaser and (h) prior to the Closing, any Lien disclosed

in Section 1.1(d) of the Schedules.

“Permitted Sublicensees”

has the meaning set forth in Section 6.10(a).

“Person”

means an individual, partnership, corporation, limited partnership, limited liability company, joint stock company, unincorporated organization

or association, trust, joint venture, association or other organization, whether or not a legal entity, or a Governmental Authority.

“Personal Information”

means any data or information that identifies, relates to, describes, or, alone or in combination with any other data or information,

is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable

natural Person, household or device, including any information or data that is considered “personally identifiable information,”

“personal information,” “personal data,” “protected health information” or “biometric information”

under applicable Privacy Commitments.

“PHI”

has the meaning set forth in Section 4.22(i).

“Post-Closing Tax

Period” means any taxable period beginning on or after the Closing Date and the portion of any Straddle Period beginning on

or after the Closing Date.

“Pre-Closing Tax

Period” means any taxable period ending prior to the Closing Date and the portion of any Straddle Period ending prior to the

Closing Date.

“Privacy Commitments”

has the meaning set forth in Section 4.23(a).

“Private Programs”

means those private, non-Federal Health Care Programs, health care plans or health care reimbursement, including private insurance, health

maintenance organizations, accountable care organizations, clinically integrated networks and employer-sponsored programs under ERISA,

under which healthcare providers and suppliers, and any healthcare facilities, centers, and units, directly or indirectly, receive payment

for the provision of services or goods to beneficiaries of the applicable program.

“Process”

(and the corollary term “Processing”) means to perform any operation or set of operations upon Sensitive Information,

whether manually or by automatic means, including blocking, erasing, destroying, collecting, compiling, combining, adopting, analyzing,

enhancing, enriching, recording, sorting, organizing, structuring, accessing, storing, processing, adapting, retaining, retrieving, consulting,

using, transferring, aligning, transmitting, disclosing, altering, distributing, disseminating, or otherwise making available Sensitive

Information.

“Property Taxes”

has the meaning set forth in Section 6.7(d).

“Proposed Final

Closing Proceeds” has the meaning set forth in Section 3.1(d)(i).

“Proposed Final

Closing Statement” has the meaning set forth in Section 3.1(d)(i).

“Purchase Price”

has the meaning set forth in Section 3.1(a).

“Purchased Contracts”

has the meaning set forth in Section 2.1(b).

“Purchased Marks”

has the meaning set forth in Section 6.10(c).

“Purchaser”

has the meaning set forth in the Preamble.

“Purchaser Indemnitee”

or “Purchaser Indemnitees” has the meaning set forth in Section 9.2.

“Purchaser Material

Adverse Effect” means a material adverse effect on the ability of Purchaser to consummate the Transactions and perform all

of its obligations hereunder and under the other Transaction Documents to which it is a party.

“Purchaser Plan”

has the meaning set forth in Section 6.6(b)(ii).

“Qualified Plans”

has the meaning set forth in Section 6.6(d).

“Rebuttal”

has the meaning set forth in Section 3.1(d)(ii).

“Recent Balance

Sheet” means the consolidated balance sheet of the Business as of the Recent Balance Sheet Date.

“Recent Balance

Sheet Date” has the meaning set forth in Section 4.8(a).

“Reciprocal License”

means a license of an item of Software that requires or that conditions any rights granted in such license upon (a) the disclosure,

distribution or licensing of any other Software (other than such item of Software in its unmodified form), (b) a requirement that

any disclosure, distribution or licensing of any other Software (other than such item of Software in its unmodified form) be at no charge

or (c) a requirement that any other licensee of the Software be permitted to modify, make derivative works of, or reverse-engineer

any such other Software.

“Release”

means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge or dispersal into the environment.

“Resolution Agreement

and CAP” has the meaning set forth in Section 2.4(n).

“Restricted Period”

has the meaning set forth in Section 6.12(b).

“Restricted Territory”

has the meaning set forth in Section 6.12(b).

“Sanctioned Country”

means a country or territory that is itself the subject or target of comprehensive Sanctions (at the time of this Agreement, Cuba, Iran,

North Korea, the Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic regions of Ukraine

and the non-government controlled areas of Ukraine in the oblasts of Kherson and Zaporizhzhia).

“Sanctioned Person”

means any Person subject to Sanctions, including as a result of being (a) listed in any list of sanctioned Persons maintained by

(i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control and the Department of State),

(ii) Canada, (iii) the United Kingdom, (iv) the European Union, (v) any European Union member state, (vi) the

United Nations or (vii) any other relevant Governmental Authority, (b) located, organized or resident in a Sanctioned Country

or (c) directly or indirectly owned fifty percent (50%) or more or controlled, individually or in the aggregate, by, or acting on

behalf or at the direction of, one or more Persons described in the foregoing clauses (a) or (b).

“Sanctions”

means all applicable economic and financial sanctions and trade embargoes administered, enacted or enforced by (a) the United States

(including the Department of the Treasury’s Office of Foreign Assets Control and the Department of State), (b) Canada, (c) the

United Kingdom, (d) the European Union, (e) any European Union member state, (f) the United Nations or (g) any other

relevant Governmental Authority.

“Schedules”

means the disclosure schedules delivered by Seller to Purchaser in connection with this Agreement.

“SEC”

means the United States Securities and Exchange Commission.

“Security Breach”

means any (a) unauthorized or unlawful acquisition of, access to, Processing of, loss of, unavailability of, or misuse of Sensitive

Information, (b) denial of service, ransomware, phishing, social engineering, business email compromise, or other cyberattack that

results in a transfer of funds to an unauthorized party or material business disruption, or (c) “security breach,” “security

incident,” “breach,” “personal information breach,” “cybersecurity event,” or similar as defined

under applicable Data Privacy and Security Law or Contract.

“Seller”

has the meaning set forth in the Preamble.

“Seller Agent”

has the meaning set forth in Section 4.22(a)(i).

“Seller Debt Releases”

has the meaning set forth in Section 3.2(b)(iii).

“Seller Expenses”

means, without duplication, (a) all fees, costs, commissions, disbursements and expenses (including legal, accounting, investment

banking, broker’s, finder’s, agents’, data room providers’, consultants’, experts’ and other professional,

representative or advisory fees, costs, commissions, disbursements and expenses) incurred by or on behalf of, or payable by, Seller or

its Affiliates in connection with the negotiation, preparation, execution, delivery or consummation of this Agreement or any of the other

agreements and documents to be executed and delivered in connection herewith, including the Transaction Documents, or the consummation

of the Transactions, (b) all bonus, cash, equity or equity-related incentive and similar change in control, transaction or retention

payments, benefits or obligations, or severance or termination benefits or similar payments or obligations, of Seller or its Affiliates

payable to any Business Service Provider (or any beneficiary thereof) in connection with or as a result of, or that are otherwise conditional

on the occurrence of or triggered by, the Transactions (and including the employer portion of any payroll, social security, unemployment

or similar Taxes imposed on such amounts), (c) fifty percent (50%) of the fees and expenses of the Escrow Agent and (d) the

amounts allocated to Seller pursuant to Section 6.17.

“Seller Fundamental

Representations” means the representations and warranties set forth in Section 4.1 (Organization and Qualification),

Section 4.2 (Authorization), Section 4.3(a)(i) (Non-contravention), Section 4.5 (Good Title

Conveyed), Section 4.6 (Title to Assets; Sufficiency) and Section 4.21 (Brokers).

“Seller Indemnitee”

or “Seller Indemnitees” has the meaning set forth in Section 9.3.

“Seller Marks”

means (a) the Trademarks owned or purported to be owned by Seller or any of its Affiliates that include or comprise the words ADAPTHEALTH

and (b) all Trademarks included as Excluded Assets in Section 2.2(n) of the Schedules.

“Seller Privacy

and Data Security Policies” means all of the following, to the extent relating to Seller’s collection, use, protection,

transfer, or Processing of Sensitive Information or information security and applicable to the Business: Seller’s internal or public-facing

policies, notices, representations and statements concerning the privacy, security or Processing of Personal Information or the security

of the Business IT Systems.

“Seller’s

Knowledge” means the actual knowledge, after reasonable due inquiry, of [***], [***], [***] and [***].

“Selling Subsidiaries”

means, collectively, each of the following Subsidiaries of Seller: (i) Pinnacle Medical Solutions, LLC, (ii) Diabetes Supply

Center of the Midlands, LLC, (iii) Healthy Living Medical Supply, LLC, (iv) Diabetes Management and Supplies, L.L.C., (v) J.M.R.

Medical, LLC, (vi) Pal-Med, LLC, and (vii) Solara Medical Supplies, LLC.

“Sensitive Information”

means any (a) Personal Information and (b) Confidential Information and Trade Secrets.

“Separation Plan”

has the meaning set forth in Section 6.17(a).

“Shared Contract”

means any Contract relating both to (a) the Business and (b) one or more other businesses of Seller or any Subsidiary of Seller.

“Software”

means all (a) software and computer programs (including all software implementation of algorithms, models and methodologies, whether

in source code or object code), (b) computerized databases and collections of data or information, (c) diagrams, flow charts,

user interfaces, report formats, firmware, development tools, and application programming interfaces, and (d) documentation, including

user manuals and other training documentation, relating to any of the foregoing.

“Specified Payor

Matters” has the meaning set forth in Section 6.15(d).

“Specified Person”

means any Person identified on the U.S. Department of Commerce’s Entity List, Denied Persons List, Unverified List or Military

End User List, or the U.S. Department of State’s Debarred List.

“Straddle Period”

means any taxable period beginning prior to and ending on or after the Closing Date.

“Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which

(a) if a corporation, fifty percent (50%) or more of the total voting power of shares of capital stock entitled (without regard

to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,

directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if

a limited liability company, partnership, association or other business entity, fifty percent (50%) or more of the limited liability

company, partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that

Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall

be deemed to have fifty percent (50%) or more ownership interest in a limited liability company, partnership, association or other business

entity if such Person or Persons shall be allocated fifty percent (50%) or more of such limited liability company’s, partnership’s,

association’s or other business entity’s gains or losses or shall be or control the managing director, managing member, general

partner or other managing Person of such limited liability company, partnership, association or other business entity.

“Target Net Working

Capital” means $71,289,000.

“Tax”

means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales,

use, transfer, real property gains, registration, value added, excise, severance, stamp, occupation, premium, windfall profits, customs,

duties, real property, personal property, capital stock, unclaimed property, abandoned property, escheat, social security, unemployment,

disability, payroll, license, employee or other withholding, or other tax of any kind whatsoever, including any interest, penalties or

additions to tax, imposed by any Governmental Authority.

“Tax Authority”

means a Governmental Authority responsible for the imposition, assessment or collection of any Tax (domestic or foreign).

“Tax Return”

means any return, report, declaration, claim for refund, information return or other document (including any related or supporting schedule,

statement or information) filed or required to be filed with a Tax Authority in connection with the determination, assessment or collection

of any Tax of any Person (including any amendment thereof).

“Termination Fee”

has the meaning set forth in Section 8.3.

“Third-Party Claim”

has the meaning set forth in Section 9.6.

“Third-Party Payor

Agreement” means any Contract between Seller or any of its Affiliates, on the one hand, and a Third-Party Payor Program, on

the other hand, under which Seller or such Affiliate directly or indirectly receives payments for medical services provided to such program’s

beneficiaries.

“Third-Party Payor

Authorizations” means all participation agreements, provider or supplier agreements, enrollments, accreditations and billing

numbers necessary to participate in, be enrolled in or receive reimbursement from a Third-Party Payor Program, including all Medicare

and Medicaid participation agreements.

“Third-Party Payor

Programs” means all payment or reimbursement programs sponsored or maintained by any Third-Party Payor.

“Third-Party Payors”

means all Federal Health Care Programs and Private Programs.

“Trade Secrets”

means trade secrets, confidential know-how and other proprietary information, including inventions, designs, drawings, specifications,

product configurations, prototypes, models, technical data, databases, formulae, and algorithms, processes, and procedures.

“Trademarks”

means all trademarks, service marks, trade dress, logos, brand names, trade names, corporate names, fictitious and other business names,

product and service names, any other indicia of source or origin and all registrations and applications for registration of the foregoing

(and any extensions and renewals of any such registrations and applications), together with the goodwill symbolized by any of the foregoing.

“Transaction Documents”

means, collectively, this Agreement, the Escrow Agreement, the Assignment and Assumption Agreement, the Transition Services Agreement,

the IP License Agreement and all certificates and other instruments delivered pursuant hereto and other agreements related to the Transactions.

“Transactions”

means the transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Taxes”

means any transfer, documentary, sales, use, stamp, registration and other similar Taxes, and all conveyance fees, recording charges

and other similar fees and charges (including any penalties and interest), imposed on or required to be paid by Purchaser, Seller or

any of their Affiliates as a result of or in connection with the Transactions; provided that Transfer Taxes shall not include

any Taxes based in whole or in part upon income, profits or gains.

“Transferred Employee”

has the meaning set forth in Section 6.6(a).

“Transferred Independent

Contractor” has the meaning set forth in Section 6.6(h).

“Transition Services

Agreement” has the meaning set forth in Section 3.2(b)(vii).

“Unresolved Items”

has the meaning set forth in Section 3.1(d)(ii).

“Updated Census”

has the meaning set forth in Section 6.6(a).

“U.S. Territories”

means the Commonwealth of Puerto Rico, the Northern Mariana Islands, the Virgin Islands, Guam, and American Samoa.

“WARN Act”

has the meaning set forth in Section 4.14(b).

“Willful Breach”

means a material breach of a covenant or agreement contained in this Agreement that is the consequence of an intentional act or an intentional

omission by a Party with the actual knowledge that the taking of such action or failure to take such action would be a material breach

of such covenant or agreement.

“Written Report”

has the meaning set forth in Section 3.1(d)(ii).

Section 1.2.      Interpretation.

(a)            Unless

otherwise indicated to the contrary herein by the context or use thereof: (i) the words “herein,” “hereto,”

“hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not to

any particular Section or paragraph hereof, (ii) the words “include,” “includes,” or

“including” shall be deemed to mean “including, but not limited to,” (iii) masculine gender

shall also include the feminine and neutral genders, and vice versa, (iv) words importing the singular shall also include the plural,

and vice versa, (v) the phrase “to the extent” shall mean the degree to which a subject or other thing extends,

and such phrase shall not mean simply “if,” (vi) accounting terms which are not otherwise defined in this Agreement

shall have the meanings given to them under GAAP Consistently Applied, (vii) the phrase “ordinary course of business,”

“ordinary course” or any variation thereof means the ordinary course of business, consistent with past practices,

of Seller and its Subsidiaries or, if specified, Seller or any of its Subsidiaries, including with respect to quantity and frequency,

as applicable (viii) the term “Dollars” and “$” mean dollars in the lawful currency of the United

States of America, (ix) the word “will” shall be construed to have the same meaning and effect as the word “shall”

and (x) the word “or” shall not be exclusive and the word “any” shall mean “any and

all.”

(b)            Unless

the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent

amendments and other modifications thereto (except in the Schedules, in which any amendments or other modifications must be specified

to be disclosed).

the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references

to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing

the statute or regulation.

(d)            References

herein to a specific section, subsection, clause, recital, schedule or exhibit shall refer, respectively, to sections, subsections, clauses,

recitals, schedules or exhibits of this Agreement (the “Exhibits”), unless otherwise specified.

(e)            All

references to dates and times herein, except as otherwise specifically noted, shall refer to Eastern Time.

(f)            Any

reference to “days” shall mean calendar days unless Business Days are expressly specified.

(g)            Any

reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

(h)            Any

reference to “written” or “in writing” includes electronic form.

(i)            References

to documents or other materials “provided” or “made available” to Purchaser or similar phrases

shall mean that such documents or other materials were accessible to Purchaser and its representatives in the online data room maintained

by Seller for purposes of the Transactions (the “Data Room”) on or prior to June 26, 2026.

Article II

PURCHASE

AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

Section 2.1.      Purchase

and Sale of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and

shall cause the Selling Subsidiaries to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire,

and take assignment and delivery from Seller and the Selling Subsidiaries, free and clear of all Liens, all right, title and interest

of Seller and the Selling Subsidiaries in, to and under the following properties, assets, goodwill and rights (whether real, personal

or mixed, or tangible or intangible, wherever located), whether or not reflected on the books and records of Seller and its Affiliates,

in each case, existing as of the Closing, and other than the Excluded Assets (collectively, the “Assets”):

(a)            all

goodwill of the Business as a going concern;

(b)            subject

to Section 6.4, each Contract set forth in Section 2.1(b) of the Schedules, (i) in its entirety, if

such Contract relates exclusively to the Business or (ii) solely with respect to the portion of such Contract that relates to the

Business, if such Contract is a Shared Contract (collectively in (i) and (ii), such Contracts or portions of such Contracts, as

the case may be, the “Purchased Contracts”);

tangible personal property primarily derived from or owned in the Business, used or held for use primarily in the Business, or arising,

directly or indirectly, primarily out of the operation or conduct of the Business, including the tangible personal property set forth

in Section 2.1(c) of the Schedules;

(d)            all

raw materials, components, work-in-process, finished products, inventory, supplies, disposables, consumables, spare parts, packaging

materials, samples and other accessories related thereto, in each case, to the extent derived from or owned in the Business, used or

held for use primarily in the Business, or arising, directly or indirectly, primarily out of the operation or conduct of the Business,

wherever located, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of

any other Person, together with all rights against suppliers of any of the foregoing;

(e)            all

marketing, sales and promotional literature, books, records, files, documents, financial records, bills, accounting, internal and audit

records, operating manuals, programming information, computerized data and databases, quality records and reports, cost information,

pricing data, market surveys, mailing lists, business development or community outreach materials, patient, prescriber, payor and vendor

and supplier lists and files, accreditation records, credentialing files and records, records of Third-Party Payor Program audits, files

relating to current or former patients of the Business, including all patient lists and patient records, preprinted materials and all

other similar items, in each case in this Section 2.1(e), primarily derived from or owned in the Business, used or held

for use primarily in the Business, or arising, directly or indirectly, primarily out of the operation or conduct of the Business, or

any other Asset or Assumed Liability, and in the possession or under the control of Seller or any of its Affiliates, excluding records

or files (i) not reasonably separable from documents or databases that do not relate primarily to the Assets or Assumed Liabilities

or (ii) subject to Section 6.3, the transfer of which is not permitted under applicable Law, in each case other than

such records and files as set forth in Section 2.1(e) of the Schedules (collectively in this Section 2.1(e),

the “Books and Records”);

(f)            all

(i) Intellectual Property that is primarily related to the Business, or that arises primarily out of the conduct of the Business,

at any time, including, for the avoidance of doubt, any Intellectual Property developed in connection with the activities contemplated

by the Separation Plan (except the MyApp Application and improvements thereto), and including the Intellectual Property set forth in

Section 2.1(f) of the Schedules, together with (A) the goodwill connected therewith and symbolized thereby and

(B) the right to bring any claims for any past, present or future infringement, misappropriation or other violation thereof (collectively

in this clause (i), the “Business Owned Intellectual Property”) and (ii) rights in third-party Intellectual Property

that are primarily used in, or held for use primarily in, the Business, together with all Contracts pursuant to which any such Intellectual

Property is licensed to Seller or its Affiliates (which, for the avoidance of doubt, shall be included in the Purchased Contracts), subject

to Section 6.4, in each case of the foregoing clauses (i) and (ii), together with all books and records related

thereto (clauses (i) and (ii) collectively, the “Business Intellectual Property”);

(g)            (i) all

prepaid expenses of Seller and the Selling Subsidiaries under the Purchased Contracts, (ii) all proceeds of any sales or other dispositions

from and after the date hereof through the Closing of assets that would have been included in the Assets but for such sale or disposition

(other than with respect to sales of inventory in the ordinary course of business), (iii) all proceeds of any settlement or other

resolution from and after the date hereof through the Closing of any indemnities, claims, counterclaims, causes of action, defenses and

rights of offset, contribution or reimbursement that would have been included in the Assets but for such settlement or other resolution

and (iv) all rights to insurance proceeds arising from or related to the other Assets or the Assumed Liabilities, including those

identified in Section 2.1(g) of the Schedules;

(h)            all

Tax assets, Tax refunds and rebates, Tax credits, Tax attributes, and prepaid Taxes, in each case, to the extent related to any Transfer

Taxes that are the responsibility of Purchaser pursuant to Section 6.7(c) or Property Taxes that are the responsibility

of Purchaser pursuant to Section 6.7(d);

(i)            unless

otherwise prohibited by Law, all employee-related or employee benefit-related files or records in respect of Transferred Employees;

(j)            all

rights to any Action of any nature, whether mature, contingent or otherwise, and whether in tort, contract or otherwise, available to

or being pursued by Seller or its Affiliates, with respect to the Business or the ownership, use, function or value of any Asset, whether

arising by way of counterclaim or otherwise, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds,

rights of reimbursement and other rights of recovery (regardless of whether such rights are currently exercisable) related thereto, including

those identified in Section 2.1(j) of the Schedules; and

(k)            all

other rights, title and interests of Seller and its Affiliates, in, to and under their properties, assets, goodwill, rights and businesses

of every kind, nature and description, in each case, which are primarily derived from or owned in the Business or used or held for use

primarily in the Business, or that arise, directly or indirectly, primarily out of the operation or conduct of the Business, whether

real, personal or mixed, or tangible or intangible, and wherever located, other than those of the type referred to in the foregoing categories

and not included in the Excluded Assets.

Section 2.2.      Excluded

Assets. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not, and shall cause its Affiliates

not to, sell, assign, transfer, convey or deliver to Purchaser, and Purchaser shall not purchase, acquire, or take assignment or delivery

from Seller or any of its Affiliates, any assets other than the Assets, including the following properties, assets, rights and interests

of Seller or any of its Affiliates (collectively, the “Excluded Assets”):

(a)            Governing

Documents, seals, minute books and other documents relating to the organization, maintenance and existence of Seller and its Affiliates;

(b)            except

as set forth in Section 2.1(g), all cash and cash equivalents;

rights of Seller or its Affiliates under this Agreement or any Transaction Document;

(d)            all

insurance policies and rights thereunder, except to the extent specified in Section 2.1(g) and Section 6.11;

(e)            all

compensation or benefit plans, agreements or arrangements of Seller or any of its ERISA Affiliates (including all Benefit Plans), if

any, and all trusts, trust assets, trust accounts, reserves, insurance policies and other assets held in connection therewith;

(f)             Tax

Returns and other books and records related to Taxes paid or payable by Seller or its Affiliates;

(g)            all

Tax assets, Tax refunds and rebates, Tax credits, Tax attributes and prepaid Taxes, in each case, except to the extent related to any

Transfer Taxes that are the responsibility of Purchaser pursuant to Section 6.7(c) or Property Taxes that are the responsibility

of Purchaser pursuant to Section 6.7(d);

(h)            all

Contracts other than the Purchased Contracts, including the Contracts set forth in Section 2.2(h) of the Schedules;

(i)             other

than the Purchased Contracts, any real property, rights to any agreement or option to purchase any real property, leases or leased real

property;

(j)             any

loans and advances by Seller or any of its Affiliates to any of their respective Affiliates or otherwise to the Business;

(k)            any

Equity Interests in Seller or its Affiliates, including the Selling Subsidiaries;

(l)             all

Permits that have been issued or granted to or are owned or used or held for use by Seller or any of its Affiliates, and all pending

applications therefor;

(m)           all

billed and unbilled trade accounts receivable of Seller or its Affiliates, all notes and bonds and other evidences of indebtedness owed

to Seller or its Affiliates and Seller’s or its Affiliates’ rights to receive payments arising out of sales and the provision

of services, in each case, including any rights with respect to any third-party collection procedures or any Actions that have been commenced

primarily in connection therewith; and

(n)            any

properties, assets or rights set forth in Section 2.2(n) of the Schedules.

Section 2.3.      Assumption

of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, Purchaser hereby agrees to assume and

to pay, perform and discharge when due the following Liabilities related to the Business and the Assets, as of the Closing (collectively,

the “Assumed Liabilities”):

(a)            deferred

revenue of Seller and the Selling Subsidiaries to the extent set forth in Section 2.3(a) of the Schedules;

(b)            subject

to Section 6.4, the Liabilities of Seller and the Selling Subsidiaries under the Purchased Contracts, solely to the extent

such Liabilities (i) arise after the Closing, (ii) do not arise out of, result from or relate to any breach by Seller or its

Affiliates of any such Purchased Contract prior to the time of the sale, assignment, transfer, conveyance and delivery to Purchaser of

such Purchased Contract and (iii) do not arise out of, result from or relate to any event, circumstance or condition occurring or

existing prior to the Closing that, with or without due notice or lapse of time or both, would constitute or result in a breach of any

such Purchased Contract; and

Liabilities accruing, arising out of, resulting from or relating solely to the employment or termination of employment of any Transferred

Employee with Purchaser or its Affiliates, in each case solely to the extent arising after the Closing.

Section 2.4.      Excluded

Liabilities. Except for the Assumed Liabilities, as expressly provided in Section 2.3, Purchaser shall not assume

or be liable for any other Liabilities of Seller or any of its Affiliates, whether or not arising out of, resulting from or relating

to the Business or any Asset (collectively, the “Excluded Liabilities”), including the following:

(a)            all

Excluded Taxes;

(b)            all

Liabilities of Seller or any of its Affiliates arising out of, resulting from or relating to the execution, delivery or performance of

this Agreement or any Transaction Document, including any Liability of Seller or any of its Affiliates for payments of fees, costs or

expenses to a broker or finder;

Liabilities of Seller or any of its Affiliates for any fees, costs or expenses of the type referred to in Section 10.4;

(d)            all

Indebtedness and other obligations of Seller or any of its Affiliates for money borrowed or owed to banks or other financial institutions

or lenders, obligations with respect to letters of credit and similar instruments and other debt and all interest, penalties, fees and

other amounts payable with respect thereto;

(e)            other

than as set forth in Section 2.3(a), all accounts payable, accrued expenses, deferred revenue and other accrued Liabilities

of Seller or any of its Affiliates;

(f)             all

Liabilities under or otherwise arising out of, resulting from or relating to any (i) employment, retention, consulting, change in

control, split dollar life insurance, sale bonus, incentive bonus, severance or other individual compensatory agreement, in each case,

between any current or former employee and Seller or any of its Affiliates and accrued, owed, and unpaid as of the Closing or (ii) Benefit

Plan, in each case of the foregoing clauses (i) and (ii), including any Liability for compensation or benefits payable thereunder

and all payroll Taxes related thereto;

(g)            all

Liabilities and claims (i) arising under (A) any Benefit Plan, (B) any equity or equity-based awards relating to shares

of Seller’s common stock and any long-term cash-based awards, (C) each Benefit Plan that is a non-tax qualified deferred compensation

plan or (D) any other benefit or compensation plan, program, agreement, policy, contract or arrangement of any kind at any time

maintained, sponsored or contributed to or required to be contributed to by Seller or any ERISA Affiliate thereof, whenever incurred

and (ii) otherwise retained by Seller or its Affiliates in accordance with the provisions of Section 6.6;

(h)            any

Liabilities relating to or arising out of the employment or services, or termination of employment or services, of (i) any Transferred

Employee prior to the Closing or (ii) any other director, officer, employee, consultant, independent contractor or other individual

service provider of Seller or any of its Affiliates who is not a Transferred Employee, in each case in this Section 2.4(h),

whenever arising, including any Liabilities for any actual or prospective work relationship or the termination thereof;

(i)             all

Liabilities with respect to any third-party claims arising out of, resulting from or relating to the ownership of any Equity Interests

or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any Equity Interests, or any

rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any Equity Interests or

any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any Equity Interests of Seller

or any of its Affiliates, or any other interest or participation that confers the right to receive a share of the profits and losses

of, or distribution of assets of, Seller or any of its Affiliates;

(j)             all

Liabilities of Seller or any of its Affiliates arising out of, resulting from or relating to the infringement, misappropriation or other

violation by Seller or its Affiliates of the Intellectual Property rights of third parties;

(k)            all

Liabilities with respect to any Actions arising out of, resulting from or relating to the actions or inactions of Seller or any of its

Affiliates or the conduct of the Business or the ownership or operation of the Assets prior to the Closing;

(l)             all

Liabilities under Healthcare Laws arising out of, resulting from or relating to Seller’s or any of its Affiliates’ ownership,

control or use of the Assets or the operation of the Business prior to the Closing;

(m)           all

Liabilities arising out of, resulting from or relating to Seller’s or any of its Affiliates’ ownership, control or use of

the Assets or the operation of the Business prior to the Closing, including (i) all regulatory Liabilities, including those related

to state licensure actions, audits, overpayments or patient refund obligations, (ii) all Liabilities related to commercial payor

audits or overpayments and (iii) all Liabilities under Environmental Laws;

(n)            all

Liabilities related to or arising from that certain Resolution Agreement and Corrective Action Plan entered into by and between Solara

Medical Supplies, LLC and the U.S. Department of Health and Human Services, dated December 11, 2024 (the “Resolution Agreement

and CAP”), or the incidents that gave rise to the Resolution Agreement and CAP, including costs of compliance, ongoing monitoring

obligations, non-compliance with such Resolution Agreement and CAP, or any imposition of civil money penalties thereunder;

(o)            all

Liabilities under Environmental Laws arising out of, resulting from or relating to Seller’s or any of its Affiliates’ ownership,

control or use of the Assets or the operation of the Business prior to the Closing;

(p)            all

Liabilities of Seller or any of its Affiliates arising out of, resulting from or relating to any malfunction, failure, continued substandard

performance, denial-of-service, ransomware or other cyber incident, including any cyberattack;

(q)            all

Liabilities arising out of, resulting from or relating to any unauthorized access to or Processing of Personal Information by or on behalf

of Seller or any of its Affiliates;

(r)             all

Liabilities arising out of, resulting from or relating to any Excluded Asset;

(s)            all

Seller Expenses;

(t)            all

Liabilities due from the Business to Seller or any of its Affiliates;

(u)            any

Liability that relates to, or arises out of, directly or indirectly, the operation of Seller’s or any of its Affiliates’

businesses other than the Business; and

(v)            all

other Liabilities identified in Section 2.4(v) of the Schedules.

Article III

PURCHASE

PRICE AND TERMS OF PAYMENT; CLOSING

Section 3.1.      Consideration.

(a)            Purchase

Price. The “Purchase Price” shall mean a dollar amount equal to (i) $235,000,000, plus (ii) the

Net Working Capital Adjustment.

(b)            Estimated

Closing Proceeds. No later than five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a written

statement (as adjusted pursuant to the final sentence of this Section 3.1(b), as applicable, the “Estimated Closing

Statement”) that sets forth in reasonable detail Seller’s good-faith estimate of (i) the Net Working Capital Adjustment

and (ii) the resulting calculation of the Purchase Price (the “Estimated Closing Proceeds”), together with reasonable

supporting documentation used by Seller in preparation of such Estimated Closing Statement. Seller shall prepare, or cause to be prepared,

the Estimated Closing Statement in accordance with GAAP Consistently Applied and the applicable defined terms set forth in this Agreement.

Following Seller’s delivery of the Estimated Closing Statement, and without limiting the rights set forth in Section 6.1,

Purchaser and its Affiliates, and its and their respective counsel, financial advisors, accountants and other authorized representatives,

shall be permitted reasonable access during normal business hours (to the extent that such access would not unreasonably disrupt the

normal course of the business operations of Seller and its Subsidiaries) to the applicable books and records, personnel, representatives

and other information of Seller and its Subsidiaries in connection with their review of the Estimated Closing Statement, and Seller shall

consider in good faith any adjustments to the calculation of the Estimated Closing Proceeds (or any of the components thereof) raised

by Purchaser prior to the Closing. For the avoidance of doubt, the payment by Purchaser at the Closing of the Estimated Closing Proceeds

shall not be deemed an acceptance thereof by Purchaser, which amount shall be subject to adjustment in accordance with Section 3.1(d).

of Estimated Closing Proceeds. On the Closing Date, Purchaser shall make, or cause to be made, the following payments by wire transfer

of immediately available funds:

(i)            an

amount equal to the Estimated Closing Proceeds minus the Escrow Amount, to the account designated by Seller no later than two

(2) Business Days prior to the Closing Date;

(ii)            an

amount equal to $8,000,000 (the “Adjustment Escrow Amount”) to the Escrow Agent, to be held in an escrow account (the

“Adjustment Escrow Account”), which shall be established pursuant to the Escrow Agreement; and

(iii)            an

amount equal to $18,800,000 (the “Indemnification Escrow Amount”) to the Escrow Agent, to be held in an escrow account

(the “Indemnification Escrow Account”), which shall be established pursuant to the Escrow Agreement.

(d)            Determination

of the Final Closing Proceeds.

(i)            As

soon as practicable, but no later than one hundred twenty (120) days after the Closing Date, Purchaser shall prepare, or cause to be

prepared, and deliver to Seller a statement (the “Proposed Final Closing Statement”) that sets forth in reasonable

detail (A) the proposed Net Working Capital Adjustment and (B) the proposed resulting calculation of the Purchase Price (the

“Proposed Final Closing Proceeds”), together with reasonable supporting documentation used by Purchaser in preparation

of such Proposed Final Closing Statement. Purchaser shall prepare, or cause to be prepared, the Proposed Final Closing Statement in accordance

with GAAP Consistently Applied and the applicable defined terms set forth in this Agreement. Subject to the terms and conditions of this

Agreement, the calculations contained in the Proposed Final Closing Statement shall be based on facts and circumstances as they exist

as of the Closing; provided that the consideration of subsequent events in accordance with GAAP Consistently Applied and the terms

and conditions of this Agreement shall be permitted. From the date of Seller’s receipt of the Proposed Final Closing Statement

until the date that the Final Closing Proceeds are determined in accordance with this Section 3.1(d), Seller and its accountants

shall, at Seller’s expense, be permitted reasonable access, during business hours (solely to the extent that such access would

not unreasonably disrupt the normal course of the business operations of Purchaser and its Affiliates) and upon reasonable advance notice,

to review the applicable books and records and other information of Purchaser to the extent relating to the Proposed Final Closing Statement

as Seller may reasonably request.

(ii)            The

Proposed Final Closing Statement shall become final, binding and conclusive upon the Parties for all purposes of this Section 3.1

on the date that is sixty (60) days after Seller’s receipt thereof, unless Seller delivers written notice of a dispute prior to

such date, setting forth in reasonable detail the items and amounts in the Proposed Final Closing Statement that Seller disputes, together

with a reasonably detailed explanation of the basis therefor, Seller’s alternative calculation of each disputed item and reasonable

supporting documentation (to the extent in compliance with this Section 3.1(d), the “Dispute Notice”);

provided, however, that the Dispute Notice shall include only objections based on (A) non-compliance with this Agreement

or (B) mathematical errors in the calculation of the amounts in the Proposed Final Closing Statement. Prior to the end of such sixty

(60)-day period, Seller may accept the Proposed Final Closing Statement by delivering written notice to that effect to Purchaser, in

which case the Proposed Final Closing Statement shall become final, binding and conclusive upon the Parties for all purposes of this

Section 3.1 when such notice is given. If Seller delivers the Dispute Notice to Purchaser (the items and amounts in dispute,

to the extent properly included in the Dispute Notice in compliance with the foregoing, the “Disputed Items”) within

such sixty (60)-day period, Purchaser and Seller shall use reasonable best efforts to resolve the Disputed Items during the thirty (30)-day

period (or such longer period as Purchaser and Seller may agree in writing) commencing on the date Purchaser receives the Dispute Notice.

Any items and amounts set forth in the Proposed Final Closing Statement that are not Disputed Items as provided for in any Dispute Notice

timely delivered pursuant to the preceding sentence will be deemed final, binding and conclusive upon the Parties for all purposes of

this Section 3.1. If Purchaser and Seller reach agreement in writing with respect to any Disputed Items within such thirty

(30)-day (or longer) period, Purchaser shall revise the Proposed Final Closing Statement to reflect such agreement, which shall be final,

binding and conclusive upon the Parties for all purposes of this Section 3.1 with respect to such agreed Disputed Items.

If Purchaser and Seller do not obtain a final written resolution of all Disputed Items within such thirty (30)-day (or longer) period,

then the unresolved Disputed Items (the “Unresolved Items”) shall be submitted promptly to PricewaterhouseCoopers

(the “Accounting Firm”) or, if such firm is unable or unwilling to act, such other nationally recognized, mutually

agreeable independent public accounting or financial consulting firm capable of serving as an accounting expert with relevant experience

in resolving such disputes, which firm is mutually agreed in writing by Purchaser and Seller and is not the regular auditing firm of

Purchaser or Seller (or, in the event Purchaser and Seller cannot agree on such firm, a nationally recognized, independent public accounting

or financial consulting firm appointed by the American Arbitration Association) (and in either such event, such firm shall be referred

to herein as the Accounting Firm). Purchaser and Seller shall promptly (and in any event no more than ten (10) Business Days after

engagement of such Accounting Firm) provide their assertions and details regarding such Unresolved Items in writing (each, a “Written

Report”) to the Accounting Firm and substantially simultaneously to each other. Each of Purchaser and Seller shall have ten

(10) Business Days after receipt of the other Party’s Written Report to deliver to the Accounting Firm and each other one

(1) written rebuttal thereto (each, a “Rebuttal”) (if applicable). The Accounting Firm shall be requested to

render a determination regarding the Unresolved Items within thirty (30) days after the later of the submission of the (x) Written

Reports and (y) Rebuttals, if any, or if the Accounting Firm is unable to accommodate such request, as soon as practicable thereafter,

which determination must be in accordance with the terms of this Agreement and in writing and must set forth, in reasonable detail, the

basis therefor. Absent manifest error or fraud, the determination of the Accounting Firm shall be conclusive and binding upon Purchaser

and Seller for all purposes of this Section 3.1, and judgment may be entered upon the determination of the Accounting Firm

in any court having jurisdiction over the Party against which such determination is to be enforced.

(iii)            The

Accounting Firm shall act solely as an accounting and Tax expert and not as an arbitrator or legal expert, and shall make a determination

only with respect to the Unresolved Items and in a manner consistent with this Section 3.1, GAAP Consistently Applied and

the definitions set forth in this Agreement; provided that in resolving any Unresolved Item, (A) the Accounting Firm shall

assign a single value to each item and may not assign a value to any particular item greater than the greatest value for such item or

less than the smallest value for such item, in each case claimed by Purchaser or Seller in the Proposed Final Closing Statement or the

Dispute Notice, as applicable, (B) the Accounting Firm’s determination with respect to such Unresolved Item shall be limited

to (1) whether such Unresolved Item was determined in accordance with this Section 3.1, GAAP Consistently Applied or

the applicable definitions set forth in this Agreement and (2) the correction of mathematical errors in the calculations underlying

such Unresolved Item and (C) the Accounting Firm shall base its determination solely on the submissions and information provided

by the Parties, and not on the basis of an independent review. Purchaser and Seller will not, and will cause their respective Agents

not to, (1) engage in any ex parte communication with the Accounting Firm, or make any further submissions to the Accounting

Firm, unless agreed in writing between Purchaser and Seller or specifically requested by the Accounting Firm or (2) disclose to

the Accounting Firm (and the Accounting Firm may not consider for any purpose) any settlement discussions or settlement offer made by

or on behalf of either Purchaser or Seller, unless otherwise agreed in writing by Purchaser and Seller. The scope of the disputes to

be determined by the Accounting Firm is limited to the Unresolved Items, and the Accounting Firm is not to make any other determination,

including whether the agreed upon dollar amount of the Target Net Working Capital is correct or appropriate.

(iv)            Purchaser

shall revise the Proposed Final Closing Statement to reflect the determination, if any, of the Accounting Firm pursuant to this Section 3.1(d).

The “Final Closing Proceeds” shall mean the Proposed Final Closing Proceeds as set forth in the Proposed Final Closing

Statement as finally revised (if applicable) pursuant to this Section 3.1(d).

(v)            The

fees and expenses of the Accounting Firm shall be borne by Purchaser and Seller in the same proportion as the aggregate dollar amount

of the Unresolved Items that are unsuccessfully disputed by each Party (as finally determined by the Accounting Firm) bears to the aggregate

dollar amount of all of the Unresolved Items submitted to the Accounting Firm, which proportionate allocation shall be determined by

the Accounting Firm; provided that any initial engagement fees of the Accounting Firm shall initially be shared equally between

Purchaser and Seller. The fees and expenses of Seller and its representatives incurred in connection with the Accounting Firm’s

determination with respect to the Unresolved Items shall be borne by Seller, and the fees and expenses of Purchaser and its representatives

incurred in connection with the Accounting Firm’s determination with respect to the Unresolved Items shall be borne by Purchaser.

(vi)            This

Section 3.1(d) shall be the sole and exclusive remedy of the Parties with respect to the determination of the Final

Closing Proceeds. In no event shall Purchaser or Seller be entitled to any duplicative recovery as a result of the rights and remedies

afforded in this Section 3.1(d).

(e)            Post-Closing

Final Closing Proceeds Payment. No later than three (3) Business Days after the date on which the Final Closing Proceeds are

finally determined pursuant to Section 3.1(d):

(i)            if

the Final Closing Proceeds exceed the Estimated Closing Proceeds (the amount of any such excess, the “Increase Amount”),

then (A) Purchaser and Seller shall submit joint instructions to the Escrow Agent providing for the disbursement of the full amount

of the Adjustment Escrow Funds to Seller from the Adjustment Escrow Account and (B) Purchaser shall pay or cause to be paid to Seller,

by wire transfer of immediately available funds, an amount equal to the Increase Amount;

(ii)            if

the Estimated Closing Proceeds exceed the Final Closing Proceeds by an amount greater than the full amount of the Adjustment Escrow Funds

(the amount of any such excess, the “Decrease Amount”), then (A) Purchaser and Seller shall submit joint instructions

to the Escrow Agent providing for the disbursement of the full amount of the Adjustment Escrow Funds to Purchaser from the Adjustment

Escrow Account and (B) Seller shall pay or cause to be paid to Purchaser, by wire transfer of immediately available funds, an amount

equal to the Decrease Amount minus the full amount of the Adjustment Escrow Funds;

(iii)            if

the Estimated Closing Proceeds exceed the Final Closing Proceeds by an amount less than the full amount of the Adjustment Escrow Funds

(the amount of any such excess, the “Adjustment Amount”), then Purchaser and Seller shall submit joint instructions

to the Escrow Agent providing for (A) the disbursement to Purchaser from the Adjustment Escrow Account of the Adjustment Amount

and (B) the disbursement to Seller of all amounts remaining in the Adjustment Escrow Account following the disbursement to Purchaser

contemplated by the foregoing clause (A); and

(iv)            if

the Final Closing Proceeds are equal to the Estimated Closing Proceeds, then Purchaser and Seller shall submit joint instructions to

the Escrow Agent providing for the disbursement of the full amount of the Adjustment Escrow Funds to Seller from the Adjustment Escrow

Account.

(f)            Adjustment

to Purchase Price. Any payments made pursuant to Section 3.1(e) shall be treated as an adjustment to the Purchase

Price for all Tax purposes (to the extent permitted by Law).

Section 3.2.      Closing.

(a)            The

closing of the Transactions (the “Closing”) shall take place remotely, via the electronic exchange and release of

documents and signatures, (i) at 9:00 A.M. on the date that is the first (1st) Business Day of the month immediately following

the month in which all of the conditions set forth in Article VII are satisfied or (to the extent permitted by applicable

Law) waived (other than those conditions that by their terms are to be satisfied by deliveries made at the Closing, but subject to the

fulfillment or waiver (to the extent permitted by applicable Law) of such conditions at the Closing); provided, however,

that if the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied by deliveries

made at the Closing, but subject to the fulfillment or waiver (to the extent permitted by applicable Law)) are not satisfied or waived

at least three (3) Business Days prior to the first (1st) Business Day of the month in which the Closing would have otherwise occurred,

the Closing shall occur on the first (1st) Business Day of the immediately following month or (ii) on such other date and at such

other time and place as Purchaser and Seller shall mutually agree in writing. The date of the Closing is herein called the “Closing

Date.”

(b)            Subject

to the terms and conditions set forth in this Agreement, at or prior to the Closing, Seller shall deliver to Purchaser the following

documents:

(i)            true,

correct and complete copies of resolutions of the directors, managers or equityholders, as applicable, of Seller and each Selling Subsidiary,

acting in their capacities as such, in each case, authorizing the execution, delivery and performance of this Agreement and the other

Transaction Documents;

(ii)            a

valid and duly executed and completed IRS Form W-9 for Seller and each Selling Subsidiary (or, if any of Seller or any Selling Subsidiary

is a disregarded entity for U.S. federal Tax purposes, the Person owning such Selling Subsidiary or Seller that is not disregarded for

such purposes) certifying that such Person is not subject to U.S. federal backup withholding Taxes;

(iii)          at

least three (3) Business Days prior to the Closing Date, executed release letters (the “Seller Debt Releases”),

together with UCC-3 amendments or equivalent termination statements, releases, discharges and any other customary documentation necessary

to release the Assets from (A) any Liens relating to or securing any Indebtedness and (B) any Liens that are not Permitted

Liens (substantially final drafts of each of the foregoing shall have been delivered to Purchaser at least five (5) Business Days

prior to the Closing Date), which Seller Debt Releases shall provide for, upon the consummation of the Transactions, the automatic release

of all Liens on the Assets, in form and substance reasonably acceptable to Purchaser;

(iv)          the

duly executed officer’s certificate required by Section 7.2(c);

(v)           duly

executed resignation letters (in form reasonably acceptable to Purchaser) from each of the managers, directors and officers of Seller

and any of its Affiliates who are Transferred Employees and who are designated in writing by Purchaser to Seller at least two (2) Business

Days prior to the Closing;

(vi)          counterparts

to the Assignment and Assumption Agreement and Bill of Sale, substantially in the form attached hereto as Exhibit C (the

“Assignment and Assumption Agreement”), duly executed by Seller and each of the Selling Subsidiaries;

(vii)         a

counterpart to the Transition Services Agreement, substantially in the form attached hereto as Exhibit D (the “Transition

Services Agreement”), duly executed by Seller;

(viii)        a

counterpart to the IP License Agreement, substantially in the form attached hereto as Exhibit G (the “IP License

Agreement”), duly executed by Seller;

(ix)           a

counterpart to the Escrow Agreement, duly executed by AdaptHealth LLC;

(x)            all

of the Books and Records;

(xi)           duly

executed copies of the Consents set forth in Section 3.2(b)(xi) of the Schedules; and

(xii)          such

other duly executed instruments of transfer necessary or requested by Purchaser to evidence the transfer of the Assets, in form and substance

acceptable to Purchaser.

to the terms and conditions set forth in this Agreement, at or prior to the Closing, Purchaser shall deliver to Seller the following

documents:

(i)             the

duly executed officer’s certificate required by Section 7.3(b);

(ii)            a

counterpart to the Assignment and Assumption Agreement, duly executed by Purchaser;

(iii)           a

counterpart to the Transition Services Agreement, duly executed by Purchaser;

(iv)          a

counterpart to the IP License Agreement, duly executed by Purchaser; and

(v)            a

counterpart to the Escrow Agreement, duly executed by Purchaser.

Section 3.3.      Withholding

Rights. Notwithstanding any other provision in this Agreement to the contrary, Purchaser and Escrow Agent and each of their respective

Agents shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as may be

required to be deducted or withheld with respect to the making of such payment under the Code, or any applicable provision of state,

local or non-U.S. Tax Law. Purchaser and Seller acknowledge that, so long as the form in Section 3.2(b)(ii) is delivered

with respect to Seller and each Selling Subsidiary and no change of Tax Law has occurred after the date of this Agreement, then no Tax

deduction or withholding is expected to be required with respect to the Estimated Closing Proceeds paid to Seller. Except with respect

to any withholding obligation attributable to compensatory payments or withholding required as a result of the failure of Seller or any

Selling Subsidiary to deliver a form described in Section 3.2(b)(ii), the withholding party shall use reasonable best efforts

to (a) before any such deduction or withholding is made, give the Person to whom such amounts would otherwise have been paid notice

of the intention to make such deduction or withholding, and (b) provide a reasonable opportunity to provide forms or other evidence

that would exempt such amounts from deduction or withholding (or reduce such deduction or withholding) to the Person to whom such amounts

would otherwise have been paid upon request by such Person. To the extent that amounts are deducted or withheld in compliance with this

Section 3.3 and timely remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes

of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Section 3.4.      Allocation.

Within ninety (90) days after the final determination of the Net Working Capital pursuant to Section 3.1, Purchaser shall

prepare and deliver to Seller a statement containing an allocation of the Purchase Price (and any Assumed Liability or other amounts,

to the extent properly taken into account for U.S. federal Income Tax purposes as additional consideration for the Assets) among the

Assets, among Seller and the Selling Subsidiaries, and among the restrictive covenants set forth in Section 6.12, in accordance

with the methodology set forth on Exhibit E hereto and Section 1060 of the Code and the Treasury Regulations promulgated

thereunder (the “Allocation”). Purchaser and Seller shall cooperate in good faith to resolve any disagreements regarding

the Allocation. If Purchaser and Seller are unable to reach an agreement within fifteen (15) Business Days after Seller’s receipt

from Purchaser of the statement setting forth the Allocation, any such disagreement shall be submitted for resolution and determination

to the Accounting Firm. The Accounting Firm shall be requested to render a determination regarding the disputed Allocation within thirty

(30) days after the submission of the dispute to the Accounting Firm or, if the Accounting Firm is unable to accommodate such request,

as soon as practicable thereafter, which determination must be consistent with the methodology set forth on Exhibit E hereto

and otherwise in accordance with the terms of this Agreement and in writing and must set forth, in reasonable detail, the basis therefor.

The fees and expenses of the Accounting Firm shall be borne by Purchaser and Seller in the same proportion as the aggregate dollar amount

of the disputed Allocation that are unsuccessfully disputed by each Party (as finally determined by the Accounting Firm) bears to the

aggregate dollar amount of the disputed Allocation submitted to the Accounting Firm, which proportionate allocation shall be determined

by the Accounting Firm; provided that any initial engagement fees of the Accounting Firm shall initially be shared equally between

Purchaser and Seller. The fees and expenses of Seller and its representatives incurred in connection with the Accounting Firm’s

determination with respect to the disputed Allocation shall be borne by Seller, and the fees and expenses of Purchaser and its representatives

incurred in connection with the Accounting Firm’s determination with respect to the disputed Allocation shall be borne by Purchaser.

The determination of the Accounting Firm shall be conclusive and binding upon Purchaser and Seller for all purposes of this Section 3.4,

and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which

such determination is to be enforced (any such conclusive and binding Allocation, Purchaser’s originally prepared and delivered

Allocation in the event there is no disagreement as to such Allocation, or Purchaser’s and Seller’s resolved agreement as

to such Allocation, the “Final Allocation”). Purchaser and Seller agree to, and to cause their respective Affiliates

to, (a) be bound by the Final Allocation for the purpose of determining Taxes, (b) file with each Tax Authority all forms and

Tax Returns required to be filed in connection with the Final Allocation (including the filing of IRS Form 8594 with a U.S. federal

Income Tax Return for the taxable year that includes the date of the Closing) consistent with the Final Allocation, (c) prepare

and file all Tax Returns on a basis consistent with the Final Allocation, and (d) not take any position inconsistent with the Final

Allocation in any Tax Return, in any audit or proceeding related to Taxes before any Tax Authority or in any report made for Tax purposes;

provided, however, that nothing contained herein shall (i) prevent Purchaser or Seller (or their respective Affiliates)

from settling, solely on its own behalf, any proposed Tax deficiency or adjustment by any Tax Authority based upon or arising out of

the Final Allocation, or (ii) prevent Purchaser or Seller (or their respective Affiliates) from taking a position inconsistent with

the Final Allocation if required to do so by a determination within the meaning of Section 1313 of the Code (or any similar or analogous

provision of state, local or non-U.S. Tax Law).

Section 3.5.      Affiliates.

Prior to or at the Closing, Purchaser may designate, in its sole discretion, one or more of its Affiliates to, at the Closing, (a) purchase

all or part of the Assets, (b) assume all or part of the Assumed Liabilities or (c) pay all or a designated portion of the

Purchase Price, in which event all references herein to Purchaser will be deemed to refer to such designated Affiliates, as appropriate;

provided, however, that no such designation will in any event limit or affect the obligations of Purchaser under this Agreement

to the extent not performed by such Affiliates.

Article IV

REPRESENTATIONS

AND WARRANTIES OF SELLER

Seller hereby represents

and warrants to Purchaser as follows:

Section 4.1.      Organization

and Qualification. Seller and each Selling Subsidiary is a legal entity duly organized, validly existing and in good standing

(or its equivalent) under the Laws of its jurisdiction of incorporation or formation and has all requisite power and authority to own,

operate or lease its respective properties and assets and to carry on its business as now being conducted. Seller and each Selling Subsidiary

is duly qualified, licensed and authorized to transact business as a foreign legal entity and is in good standing (or its equivalent)

in every jurisdiction in which its respective ownership, lease or use of property or assets or the conduct of its business as now conducted

requires it to so qualify or be licensed, authorized or in good standing. Seller has made available to Purchaser true, correct and complete

copies of the Governing Documents of Seller and each Selling Subsidiary, together with all amendments and supplements thereto, as in

effect as of the date of this Agreement. The Governing Documents of Seller and each Selling Subsidiary are in full force and effect,

and neither Seller nor any Selling Subsidiary is in violation of any of the provisions thereof. Neither Seller nor any Selling Subsidiary

is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar Action. Seller owns, directly or indirectly, of

record and beneficially, all of the issued and outstanding Equity Interests of each of the Selling Subsidiaries, free and clear of all

Liens, and all such Equity Interests are validly issued, fully paid and nonassessable and free of preemptive rights. A true, correct

and complete list of the Selling Subsidiaries and their respective jurisdictions of incorporation or formation (as applicable) is set

forth in Section 4.1 of the Schedules.

Section 4.2.      Authorization.

(a)            Seller

has all requisite power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate

contemplated by this Agreement to be executed by Seller in connection with the Transactions, including any Transaction Document to which

Seller is (or will at the Closing be) a party, to perform its obligations hereunder and thereunder and to consummate the Transactions.

All acts or proceedings required to be taken by Seller to duly and validly authorize the execution, delivery and performance by Seller

of this Agreement and each other Transaction Document and the consummation by Seller of the Transactions, have been properly taken, and

such authorization has not been subsequently modified or rescinded.

(b)            Each

Selling Subsidiary has all requisite power and authority to execute and deliver each agreement, document, instrument or certificate contemplated

by this Agreement to be executed by such Selling Subsidiary in connection with the Transactions, including any Transaction Document to

which such Selling Subsidiary is (or will at the Closing be) a party, to perform its obligations hereunder and thereunder and to consummate

the Transactions. All acts or proceedings required to be taken by each Selling Subsidiary to duly and validly authorize the execution,

delivery and performance by such Selling Subsidiary of such Transaction Document and the consummation by such Selling Subsidiary of the

Transactions, have been properly taken, and such authorization has not been subsequently modified or rescinded.

Agreement and each other Transaction Document has been duly and validly authorized, executed and delivered by Seller, and constitutes

a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that the

enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar

Laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity (the “Bankruptcy

and Equity Exceptions”).

(d)            Each

Transaction Document has been duly and validly authorized, executed and delivered by each Selling Subsidiary, as applicable, and constitutes

a legal, valid and binding agreement of each such Selling Subsidiary, enforceable against each such Selling Subsidiary in accordance

with its terms, except to the extent that the enforceability thereof may be limited by the Bankruptcy and Equity Exceptions.

Section 4.3.      Non-contravention.

Except as set forth in Section 4.3 of the Schedules, neither the execution, delivery or performance of this Agreement or

any other Transaction Document and the Transactions nor the fulfillment of or the performance by Seller or any Selling Subsidiary of

its respective obligations hereunder or thereunder, as applicable, does or will (a) conflict with, result in any breach of, require

any Consent under, constitute a default under (with or without notice or lapse of time or both), result in a violation of, give rise

to any right of termination, cancellation, amendment or acceleration of any obligation under, or result in the loss of any benefit under,

any provision contained in (i) Seller’s or any of its Affiliates’ Governing Documents, (ii) any written or oral

contract, agreement, subcontract, commitment, letter of intent, memorandum of understanding, offer letter, arrangement, instrument, loan

or credit agreement, note, bond, indenture, mortgage, license, sublicense, lease, sublease, equipment lease, sales order, purchase order

or other agreement (each, a “Contract”) by which any of the properties, assets or rights of the Business or the Assets

are bound or (iii) assuming satisfaction of the requirements set forth in Section 4.4 below, any Order, Law or other

restriction of any Governmental Authority, in each case to which the Business is subject or by which any of the properties, assets or

rights of the Business or the Assets are bound or (b) result in the creation or imposition of any Lien (other than a Permitted Lien)

upon any of the properties or assets of the Business or the Assets, which in the case of the foregoing clauses (a)(ii), (a)(iii) and

(b), would reasonably be expected, individually or in the aggregate, to be material to the Business, or would prevent or materially delay

the consummation of the Transactions.

Section 4.4.      No

Consents. Assuming the truth and accuracy of Purchaser’s representations and warranties contained in Section 5.4,

no Consent is or will be required or necessary for the execution, delivery or performance by Seller or any Selling Subsidiary of this

Agreement and the Transaction Documents to which it is a party, as applicable, or the consummation of the Transactions, except for (a) Consents

required under, and other applicable requirements of, the HSR Act and any other Competition Law, (b) any Consents set forth in Section 4.4

of the Schedules, and (c) those the failure of which to make or obtain would not reasonably be expected, individually or in the

aggregate, to be material to the Business, and would not prevent or materially delay the consummation of the Transactions.

Section 4.5.      Good

Title Conveyed. The Assignment and Assumption Agreement and the other endorsements, assignments and other instruments evidencing

transfer and sale of the Assets to be executed by Seller and each of the Selling Subsidiaries and delivered to Purchaser at the Closing

are valid and binding obligations of Seller and each Selling Subsidiary, as applicable, enforceable in accordance with their respective

terms, and will effectively vest in Purchaser good and valid title to all of the Assets pursuant to and as contemplated by this Agreement,

free and clear of all Liens.

Section 4.6.      Title

to Assets; Sufficiency.

(a)            Seller

or a Selling Subsidiary has direct, sole and exclusive, good, valid and marketable title, and valid rights (including good and valid

leasehold interests therein), to all of the Assets, free and clear of all Liens, except Permitted Liens.

(b)            The

Assets, together with the rights and benefits to be provided by Seller pursuant to Section 6.4, Section 6.10,

the IP License Agreement and the Transition Services Agreement, include all properties, assets and rights used or held for use in the

Business, or necessary to conduct the Business (or to permit Purchaser to conduct the Business) after the Closing in substantially the

same manner as the Business has been conducted prior to the Closing. Each such Asset is in satisfactory, operating condition and good

repair for the uses to which it is being put or is intended to be put, in all material respects, subject to normal wear and tear and

maintenance requirements.

Section 4.7.      Books

and Records. The Books and Records that were made available or provided to Purchaser are true, correct and complete in all material

respects, have been maintained in accordance with sound business practices, and there are no material inaccuracies or discrepancies of

any kind contained therein. The Books and Records that were made available or provided to Purchaser reflect all amendments made through

the date of this Agreement and represent actual, bona fide transactions.

Section 4.8.      Financial

Statements; Undisclosed Liabilities.

(a)            Section 4.8(a)(i) of

the Schedules sets forth true, correct and complete copies of (i) the unaudited consolidated balance sheets of the Business as of

December 31, 2025, and December 31, 2024, respectively, and the related unaudited consolidated statements of operations, for

the years ended December 31, 2025, and December 31, 2024, respectively, together with the notes or other supplementary information

thereto, and (ii) the unaudited interim consolidated balance sheet of the Business as of March 31, 2026 (the “Recent

Balance Sheet Date”) and the related unaudited interim consolidated statements of operations for the three (3) months

ended March 31, 2026, including the related notes (collectively in (i) and (ii), the “Financial Statements”).

The Financial Statements (A) have been prepared, in each case, in accordance with GAAP Consistently Applied, except as may be indicated

in the notes thereto, (B) present fairly in all material respects in accordance with GAAP Consistently Applied the consolidated

financial position and results of operations of the Business, as applicable, as of the dates and for the periods referred to therein

and (C) have been derived from Books and Records that are regularly maintained by Seller and its Affiliates and that are accurate

in all material respects. Section 4.8(a)(ii) of the Schedules sets forth true, correct and complete copies of the EBITDA

reconciliation and segment bridge analyses of the Business, for the years ended December 31, 2025 and December 31, 2024, and

for the three (3) months ended March 31, 2026.

(b)            Neither

Seller nor any of its Affiliates, with respect to the Business, has any Liabilities, commitments or obligations of any type or nature,

whether or not accrued, contingent or otherwise, except (i) Liabilities that are specifically accrued, reserved against, reflected

on or disclosed in the Recent Balance Sheet or disclosed in the notes thereto, (ii) Liabilities which have arisen from Contracts

in the ordinary course of business since the Recent Balance Sheet Date (none of which is a Liability for breach of contract, breach of

warranty, tort, infringement, misappropriation, violation of Law or Action), (iii) Liabilities otherwise disclosed in Section 4.8(b) of

the Schedules or (iv) Liabilities, individually or in the aggregate, which would not and would not reasonably be expected to be

material to the Business, taken as a whole.

system of internal controls over financial reporting of Seller and its Affiliates, with respect to the Business, is sufficient and effective

to provide reasonable assurance (i) that all transactions are executed, and access to the properties and assets of the Business

and the Assets is permitted, only in accordance with management’s general or specific authorization, (ii) that all material

information concerning the Business is made known on a timely basis to the individuals responsible for the preparation of the financial

statements of the Business, (iii) that all transactions are executed and recorded accurately in the correct period as necessary

to permit the accurate preparation of financial statements and disclosures in accordance with GAAP Consistently Applied, and to minimize

risk of financial misstatement, (iv) that the recorded accountability for items included in the financial statements of the Business

is compared with the actual levels at reasonable intervals, and appropriate action is taken with respect to any difference, and (v) regarding

prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Business or the Assets. Except as

set forth in Section 4.8(c) of the Schedules, no material weaknesses in internal controls or reportable conditions exist

for any periods covered by the Financial Statements. In the past four (4) years, no manager, officer or director of Seller or any

of its Affiliates or, to Seller’s Knowledge, any non-officer employee, external auditor, external accountant or similar representative

of Seller or any of its Affiliates, has received or otherwise been made aware of any complaint or claim regarding the accounting or auditing

practices, procedures, methodologies or methods of the Business or its internal controls over financial reporting, including any such

complaint or claim that Seller or any of its Affiliates have engaged in questionable accounting or auditing practices or fraud.

Section 4.9.      Absence

of Certain Developments. Except as set forth in Section 4.9 of the Schedules, since the Recent Balance Sheet Date,

(a) the Business has been conducted, in all material respects, in the ordinary course of business, (b) the Business has not

suffered a Material Adverse Effect, and (c) neither Seller nor any of its Affiliates has taken any actions (or refrained from taking

any actions) that, had such actions occurred after the date of this Agreement and prior to the Closing, would have breached any of the

covenants contained in Section 6.2, except with respect to the foregoing clause (c), for any actions set forth in Section 4.9

of the Schedules.

Section 4.10.      Compliance

with Law; Governmental Authorizations; Permits; Etc.

(a)            With

respect to the Business, Seller and its Affiliates are, and Seller and its Affiliates have, for the past six (6) years, been in

compliance in all material respects with all respective Laws applicable to them or the Business, and neither Seller nor any Affiliate

has received written, or to Seller’s Knowledge, oral communication from any Governmental Authority regarding any failure to so

comply. Neither Seller nor its Affiliates, with respect to the Business, nor any director or manager (or Persons performing similar functions),

officer or, to Seller’s Knowledge, representative or employee of the Business (i) is party to or bound by any Order (or any

agreement entered into in any administrative, judicial or arbitration proceeding with any Governmental Authority) with respect to any

of the assets or business activities of such Persons, (ii) has made any unlawful contributions, gifts, or entertainment or other

unlawful expenses relating to political activity, (iii) has made any payment in violation of applicable Laws to foreign or domestic

government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt

Practices Act of 1977, or of any similar anti-bribery Laws of any other jurisdiction, (iv) has made any other payment in violation

of applicable Law or (v) has established or maintained any unrecorded fund or asset or made false entries on any books or records

for any purpose in violation of applicable Law.

(b)            Except

as set forth in Section 4.10(b) of the Schedules, all material Permits and accreditations from accrediting organizations

required for the lawful operation of the Business (collectively, “Material Permits”) are in the possession of Seller

and its Affiliates, are in full force and effect and are being, and for the past six (6) years have been, complied with in all material

respects by Seller and its Affiliates. Seller and its Affiliates are not in default under any Material Permit in any material respect.

There is no Action currently pending or threatened in writing against either Seller or its Affiliates relating to the cancellation, suspension,

revocation, rescission or modification of any Material Permit or indicating that such Material Permit will not be renewed in the ordinary

course, or alleging the failure to hold or comply with any Material Permit.

Section 4.11.      Litigation.

Except as set forth in Section 4.11 of the Schedules, there are no, and for the past three (3) years there have not

been any, Actions pending or, to Seller’s Knowledge, threatened, against or affecting the Business (or Seller or any of its Affiliates,

with respect to the Business), and that (a) seek injunctive or other equitable relief, or damages with respect to which liability

is reasonably anticipated to exceed $250,000 or (b) are brought by any Governmental Authority. Seller and each of its Affiliates,

with respect to the Business, has submitted each pending Action for which there is insurance coverage to its applicable insurance carrier.

None of Seller or any of its Affiliates is, or has in the past three (3) years been, subject to any (i) Order or (ii) other

settlement or resolution of a non-governmental matter that imposes continuing obligations on the Business. There is no Action by Seller

or any of its Affiliates, with respect to the Business, pending, or which Seller or any of its Affiliates has commenced preparations

to initiate, against any other Person.

Section 4.12.      Taxes.

Except as set forth in Section 4.12 of the Schedules:

(a)            all

income and material Tax Returns relating to the Business, the Assets or the Assumed Liabilities that are required by applicable Law to

be filed by or on behalf of Seller or any of its Affiliates have been duly and timely filed (taking into account any extension of time

within which to file), and all such Tax Returns are true, correct and complete in all material respects;

(b)            all

income and material Taxes required to be paid by or on behalf of Seller or any of its Affiliates with respect to the Business, the Assets

or the Assumed Liabilities (whether or not shown as due on any Tax Return described in Section 4.12(a)) have been timely

paid;

deficiencies for material Taxes with respect to the Business, the Assets or the Assumed Liabilities have been claimed, proposed or assessed

in writing, or to Seller’s Knowledge, otherwise assessed, by any Tax Authority against Seller or any of its Affiliates, except

for deficiencies which have been fully satisfied by payment or have been resolved, settled or withdrawn;

(d)            there

is currently no ongoing, pending or threatened (in writing) Tax audit, examination or other Action by any Tax Authority against Seller

or any of its Affiliates in respect of Taxes with respect to the Business, the Assets or the Assumed Liabilities;

(e)            neither

Seller nor any of its Affiliates, with respect to Taxes relating to the Business, the Assets or the Assumed Liabilities, has waived any

statute of limitation in respect of Taxes or consented to extend the time in which any such Tax may be assessed or collected by any Tax

Authority, which waiver or extension is currently in effect, except for any extensions of time obtained in the ordinary course of business

or automatic extensions of time not requiring the consent of any Tax Authority;

(f)            no

Tax Authority in (i) any jurisdiction outside of the United States or (ii) any jurisdiction in which Seller or any of its Affiliates

does not file Tax Returns or pay Taxes with respect to the Business, the Assets or the Assumed Liabilities has asserted in writing that

Seller or any of its Affiliates is or may be required to file Tax Returns in, or pay Taxes to, such jurisdiction with respect to the

Business, the Assets or the Assumed Liabilities, which assertion has not been paid, resolved, settled, or withdrawn;

(g)            Seller

and its Affiliates, with respect to the Business, the Assets or the Assumed Liabilities, have timely and properly withheld or collected

and paid over to the applicable Tax Authority all material Taxes required to have been so withheld or collected and paid pursuant to

applicable Tax Laws in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder or other

third party;

(h)            there

are no Liens for any Taxes (other than Permitted Liens) upon any Asset;

(i)            Seller

and its Affiliates have complied in all material respects with escheat, unclaimed property and abandoned property Laws with respect to

the Business and the Assets; and

(j)            none

of the Assets constitute stock, partnership interests or other equity interests in any Person for U.S. federal (or state or local or

non-U.S.) Income Tax purposes.

Section 4.13.      Environmental

Matters.

(a)            Except

as set forth in Section 4.13(a) of the Schedules, Seller and its Affiliates, with respect to the Business, are, and

for the past four (4) years have been, in compliance in all material respects with all Environmental Laws, and have for the past

four (4) years and are in compliance in all material respects with all Permits required by Environmental Laws for the operation

of the Business.

(b)            Except

as set forth in Section 4.13(b) of the Schedules, neither Seller nor any of its Affiliates, with respect to the Business,

has received any written or, to Seller’s Knowledge, oral notice from any Governmental Authority or other Person regarding any actual

or alleged violation of Environmental Laws, or any Liabilities or alleged Liabilities for personal injury, property damage, natural damages,

or investigatory, cleanup or restoration obligations arising under Environmental Laws (including in connection with the Release of any

Hazardous Substance), in either case which is pending and unresolved, except as has not been, and would not reasonably be expected to

be material to the Business, taken as a whole.

as set forth in Section 4.13(c) of the Schedules, there are no material Actions by or before any Governmental Authority,

pending or, to Seller’s Knowledge, threatened against Seller or any Affiliate, with respect to the Business, regarding compliance

with or Liability under Environmental Laws, which would reasonably be expected to be material to the Business, taken as a whole.

(d)            Except

as set forth in Section 4.13(d) of the Schedules, there has been no Release of Hazardous Substances by Seller or any

of its Affiliates, with respect to the Business, that has resulted or would reasonably be expected to result in a material violation

of, or material Liability arising under, any Environmental Law.

(e)            Except

as set forth in Section 4.13(e) of the Schedules, neither Seller nor any of its Affiliates, with respect to the Business,

has assumed by contract the Liability of any other Person pursuant to Environmental Law, except as has not been, and would not reasonably

be expected to be material to the Business, taken as a whole.

(f)            Seller

has made available to Purchaser all environmental assessment reports (including Phase I and Phase II reports or other material reports

relating to any investigation of environmental conditions), material environmental audit reports, and any material pending notices or

claims relating to Hazardous Substances or Liability under or compliance with Environmental Laws in its or its Affiliates’ possession

or control relating to any leased real property or any other property currently or formerly owned, leased or operated by Seller or any

of its Affiliates, with respect to the Business.

Section 4.14.      Employee

Matters.

(a)            Except

as set forth in Section 4.14(a) of the Schedules, (i) neither Seller nor any of its Affiliates, with respect to

the Business, is a party to, or bound by, any collective bargaining agreements or other Contracts with any labor union, works council,

labor organization or other employee representative body (each, a “Collective Bargaining Agreement”), (ii) no

Business Employee is represented by a labor union, works council, labor organization or other employee representative body with respect

to their employment, (iii) there is no labor arbitration, labor grievance, labor strike, work stoppage, slowdown, lockout, picketing,

handbilling or other material labor dispute pending or, to Seller’s Knowledge, threatened against or affecting Seller or any of

its Affiliates, with respect to the Business, and during the past three (3) years there has been no such action, (iv) no union

organization campaign or activity is in progress or threatened with respect to the employment of any Business Employees and during the

past three (3) years there has been no such organization campaign or activity, and (v) there is no unfair labor practice charge

or complaint pending or, to Seller’s Knowledge, threatened by or before the National Labor Relations Board or any other labor relations

tribunal or authority against Seller or any of its Affiliates, with respect to the Business, and during the past three (3) years

there have been no such charges or complaints.

(b)            Seller

and its Affiliates, with respect to the Business, are, and for the past three (3) years have been, in compliance in all material

respects with all applicable Laws relating to labor, employment and employment practices, including the Fair Labor Standards Act, Laws

governing terms and conditions of employment, health and safety, wages, hours, discrimination (including diversity, equity and inclusion),

retaliation, harassment, immigration and work authorizations (including the completion of Form I-9s and the proper confirmation

of employee visas), disability rights and benefits, unemployment insurance, child labor, equal opportunity, plant closures and layoffs

(including the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Laws (collectively,

the “WARN Act”)), affirmative action, labor relations, employee-independent contractor and worker classification,

workers’ compensation, employee leave issues and automated employment decision tools. Except as set forth in Section 4.14(b) of

the Schedules, there are no, and for the past three (3) years there have been no, complaints, charges or other Actions with respect

to employment or labor matters (including allegations of employment discrimination, retaliation or unfair labor practices) pending or,

to Seller’s Knowledge, threatened against Seller or any of its Affiliates, with respect to the Business, by or before any Governmental

Authority.

has been no plant closing or mass layoff in the past ninety (90) days within the meaning of the WARN Act by Seller or any of its Affiliates,

with respect to the Business, for which there remain any unsatisfied Liabilities or obligations and no actions by Seller or any of its

Affiliates, with respect to the Business, that would require notice under the WARN Act are currently contemplated, planned or announced.

(d)            Section 4.14(d) of

the Schedules sets forth a true, correct and complete list of all current Business Employees, including their (i) name, (ii) job

title, (iii) current base salary or hourly wage rate, (iv) work location (city, state and country), (v) employing entity,

(vi) hire date, (vii) current commission, bonus or other incentive-based compensation, (viii) full-time or part-time status,

(ix) exempt or non-exempt status, (x) active or leave status (and, if on leave, the nature of the leave and the expected return

date), (xi) union status, and (xii) visa status and type of employer sponsored visa, if applicable (the “Business

Employee Census”). The Business Employees are sufficient in number and skill to operate the Business in all material respects

in the manner in which it is currently conducted, and neither Seller nor any of its Affiliates employ any employees who are primarily

or exclusively dedicated to the Business, but who are not Business Employees.

(e)            Section 4.14(e) of

the Schedules sets forth a true, correct and complete list of the names of each natural person independent contractor who is engaged

by Seller or its Affiliates, with respect to the Business, immediately prior to the date of this Agreement (each, a “Business

Independent Contractor”), along with each Business Independent Contractor’s: (i) name, (ii) legal entity engaging

the independent contractor, (iii) date of commencement of service and anticipated termination date, if applicable, (iv) description

of services, (v) if there is a written contract for the work to be performed, and (vi) current fee arrangement.

(f)            Except

as would not result in material Liability for the Business, for the past three (3) years, (i) Seller and its Affiliates, with

respect to the Business, have fully and timely paid all salaries, wages, severance and termination pay and other compensation that has

become due and payable to their current and former Business Employees, independent contractors, and other non-employee service providers

and (ii) each Business Employee, independent contractor, and other non-employee service provider who is or for the past three (3) years

has been employed or engaged by Seller or any of its Affiliates, with respect to the Business, is and has been properly classified as

such for all applicable purposes.

(g)            Neither

Seller nor any of its Affiliates, with respect to the Business, is party to a settlement agreement with a current or former director,

officer, employee or independent contractor of Seller or any of its Affiliates, with respect to the Business, that involves allegations

relating to sexual harassment, sexual misconduct or discrimination by any Business Employee who (i) is an officer or (ii) is

at the level of Vice President or above.

(h)            To

Seller’s Knowledge, no current Business Employee who is at the level of Vice President or higher, intends to terminate his or her

employment prior to the one (1)-year anniversary of the Closing.

(i)            To

Seller’s Knowledge, no Business Employee is in any material respect in violation of any term of any employment agreement, nondisclosure

agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation (i) to

Seller or any of its Affiliates, with respect to the Business, or (ii) to a former employer of any such Business Employee relating

to the right of any such Business Employee to be employed by Seller or any of its Affiliates with respect to the Business.

Section 4.15.      Employee

Benefit Plans.

(a)            Section 4.15(a) of

the Schedules sets forth a list as of the date of this Agreement of each Benefit Plan (other than individual contracts and offer letters

of employment or engagement that are consistent with the form of such contract or offer letter provided to Purchaser and disclosed in

Section 4.15(a) of the Schedules and do not contain any potential severance entitlements or change in control, transaction,

retention, or similar incentives). With respect to each Benefit Plan, Seller has made available to Purchaser true, correct and complete

copies of, as applicable, the documents governing such Benefit Plan and any amendments thereto, and with respect to any “employee

pension benefit plan” (within the meaning of Section 3(2) of ERISA) intended to be qualified under Section 401(a) of

the Code, (i) the nondiscrimination testing reports (or safe harbor notices) for the three (3) most recently completed plan

years, (ii) the most recent determination, advisory or opinion letter received from the Internal Revenue Service and (iii) any

material non-routine correspondence with a Governmental Authority during the past four (4) years.

(b)            Each

Benefit Plan has been established, maintained, funded and administered in all material respects in accordance with its terms and in compliance,

in all material respects, with applicable Law. All contributions required to be made with respect to any Benefit Plan on or prior to

the Closing Date have been timely made and deposited.

Seller nor any of its ERISA Affiliates maintains, contributes to, or has any Liability with respect to, any (i) “employee

pension benefit plan” (within the meaning of Section 3(2) of ERISA) that is subject to Title IV of ERISA, Section 302

of ERISA or Section 412 of the Code including any Multiemployer Plan, (ii) any “multiple employer welfare arrangement,”

as defined in Section 3(40) of ERISA or (iii) any “multiple employer plan,” that is subject to Sections 4062

and 4063 of ERISA or Section 413(c) of the Code, in the case of any of the foregoing clauses (i)-(iii), relating to any Business

Service Provider. There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability of Seller

or any of its ERISA Affiliates that could be a Liability of Purchaser or its Affiliates following the Closing.

(d)            Each

Benefit Plan that is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) intended

to be qualified under Section 401(a) of the Code has received a current, favorable determination, advisory or opinion letter

as to its qualification, and to Seller’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected

to adversely affect the tax-qualified status of any such Benefit Plan or the tax-exempt status of any related trust.

(e)            Except

as set forth in Section 4.15(e) of the Schedules or as required under COBRA or other applicable Law, no Benefit Plan

provides for health, medical or other non-cash welfare benefits beyond retirement or termination of service, including contractual arrangements

allowing for COBRA continuation coverage at less than the statutory COBRA premium rate.

(f)            Neither

the execution of, nor the consummation of, the Transactions could, whether alone or combined with the occurrence of any other event that

would not by itself, (i) entitle any Business Service Provider (or any dependent or beneficiary thereof) to any payment or benefit,

(ii) accelerate the time of payment, funding or vesting of any compensation or benefits to any such Business Service Provider (or

any dependent or beneficiary thereof), (iii) increase the amount of compensation or benefits payable, to any such Business Service

Provider (or any dependent or beneficiary thereof) under any Benefit Plan or otherwise, (iv) require a contribution by Seller or

any of its Affiliates to any Benefit Plan, with respect to any Business Service Provider, (v) result in any forgiveness of indebtedness

of any Business Service Provider, (vi) result in any payments or benefits that, individually or in combination with any other payment

or benefit, could constitute the payment of any “excess parachute payment” within the meaning of Section 280G of the

Code to any “disqualified individual” (within the meaning of Section 280G of the Code) or result in the imposition of

an excise Tax under Section 4999 of the Code or (vii) trigger any Tax gross-up, Tax equalization or other Tax reimbursement

payment from Seller or any of its Affiliates to any Business Service Provider.

(g)            Each

Benefit Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been operated

and maintained in compliance with Section 409A of the Code (including all applicable IRS guidance promulgated thereunder) in all

respects, and no amount under any such Benefit Plan is, has been or could reasonably be expected to be subject to any additional Tax,

interest or penalties under Section 409A of the Code, with respect to any Business Service Provider.

(h)            Neither

Seller nor any of its Affiliates, with respect to the Business, have any obligation to compensate, gross-up, indemnify, reimburse or

otherwise make whole any Business Service Provider (or any dependent or beneficiary thereof) for any Taxes incurred by any such individual

under Sections 409A or 4999 of the Code.

Section 4.16.      Intellectual

Property Rights.

(a)            Section 4.16(a)(1) of

the Schedules contains a true, correct and complete list of all active registrations or pending applications for the following that are

included in the Business Owned Intellectual Property: (i) Patents, (ii) Trademarks, (iii) Copyrighted Works, and (iv) Internet

Properties, specifying as to each such item, as applicable, the name of the registered owner, jurisdiction of application or registration,

application or registration number and date of application or registration (“Business Registered Intellectual Property”).

Section 4.16(a)(2) of the Schedules also contains a true, correct and complete list of all material Business Software.

(b)            (i) Business

Registered Intellectual Property has been duly registered in, filed in or issued by, as applicable, the United States Patent and Trademark

Office, the United States Copyright Office, a duly accredited and appropriate Internet domain name registrar, or the appropriate offices

in the various states of the United States and the appropriate offices of other applicable jurisdictions (foreign and domestic) and (ii) Seller

and its Affiliates have paid all fees and filed all documents due prior to the date hereof that are necessary to obtain or maintain such

active registrations or applications included in the Business Owned Intellectual Property.

as set forth in Section 4.16(c)(i) of the Schedules, Business Owned Intellectual Property is subsisting, and to Seller’s

Knowledge, valid and enforceable and (ii) except as set forth in Section 4.16(c)(ii) of the Schedules, all Persons

who have created, developed or contributed to any material Business Owned Intellectual Property for or on behalf of the Business (A) are

or were Business Employees and have executed an assignment of Intellectual Property to Seller or one of its Affiliates (except to the

extent that such rights to Intellectual Property have vested in Seller or its Affiliates by operation of law), or (B) have assigned,

by way of a present grant all of such Person’s right, title and interest therein to Seller or one of its Affiliates.

(d)            Except

as set forth in Section 4.16(d) of the Schedules, all Intellectual Property (including Business Owned Intellectual Property)

which is owned by Seller or its Affiliates and is used in the Business is solely and exclusively owned by Seller or one of its Affiliates,

free and clear of any Liens (other than Permitted Liens), and Seller and its Affiliates possess legal rights (pursuant to, to Seller’s

Knowledge, valid and enforceable written agreements) to use, sell, license and otherwise exploit, as the case may be, all other Intellectual

Property (including all other Business Intellectual Property) as the same is used, sold, licensed and otherwise exploited by Seller or

one of its Affiliates in the Business as conducted immediately before the date of this Agreement.

(e)            Except

as set forth in Section 4.16(e) of the Schedules, no Business Owned Intellectual Property and, to Seller’s Knowledge,

no other Business Intellectual Property are subject to any Order which may materially restrict or otherwise materially limit the use,

transfer, validity, enforceability, scope, disposition or exploitation thereof or any right, title or interest of Seller or any of its

Affiliates with respect thereto.

(f)            Except

as set forth in Section 4.16(f) of the Schedules, in the last four (4) years, (i) neither the conduct of Seller

nor any of its Affiliates, with respect to the Business, nor any of their respective products have infringed, misappropriated or otherwise

violated the Intellectual Property of any third party and (ii) except as would not reasonably be expected to be material to the

Business, taken as a whole, no third party has infringed, misappropriated or otherwise violated any Business Owned Intellectual Property.

(g)            Except

as set forth in Section 4.16(g) of the Schedules, in the last four (4) years, Seller and its Affiliates, with respect

to the Business, have not sent any written notice to any Person alleging that such Person infringed or misappropriated or violated any

Business Owned Intellectual Property. There is no Action pending or threatened in writing against Seller or any of its Affiliates, with

respect to the Business, and, in the last four (4) years, no third party has asserted any claim in writing (or, to Seller’s

Knowledge, orally) against Seller or any of its Affiliates, with respect to the Business, in each case, alleging that Seller or any of

its Affiliates, with respect to the Business, have infringed, misappropriated or otherwise violated any Intellectual Property of any

third party. In the last four (4) years, (i) Seller or any of its Affiliates, with respect to the Business, has not received

written or, to Seller’s Knowledge, oral notice of any claim (A) challenging the use or ownership by Seller or any of its Affiliates

of any Business Owned Intellectual Property or (B) alleging that any Business Owned Intellectual Property is invalid or unenforceable

and (ii) there have been no Actions pending or threatened in writing, alleging that Seller or any of its Affiliates, with respect

to the Business, is infringing, violating or misappropriating any third party’s Intellectual Property.

(h)            Seller

and its Affiliates have taken commercially reasonable steps to protect and maintain the confidentiality of any Trade Secrets included

in the Business Intellectual Property, except where Seller or an Affiliate thereof determined in their reasonable business judgment that

any such Trade Secrets were not material to the Business. Except as set forth in Section 4.16(h) of the Schedules, all

current Business Employees and other Person provided with access to material Trade Secrets included in the Business Intellectual Property

have executed written agreements requiring them to maintain such information in confidence.

(i)            Seller

and its Affiliates have not received any government or academic institution funding for research and development projects that either

(i) grants rights in the Business Owned Intellectual Property to the funding entity or that imposes any restrictions that are still

in effect in respect of an assignment, license or any other disposition or grant of interest in the Business Owned Intellectual Property

or (ii) includes any repayment obligations in respect of the funding received which will be triggered following the consummation

of the Transactions.

(j)            Seller

and its Affiliates, with respect to the Business Software, are, and have been in the previous four (4) years, in compliance in all

material respects with all applicable licenses with respect to Open Source Software in connection with Business Software. Except as set

forth in Section 4.16(j) of the Schedules, none of the Business Software contains, incorporates, includes or is embedded

with any shareware, freeware, Open Source Software or other Software subject to any Reciprocal License and distributed or used in such

a manner that would require the licensing or distribution to others of proprietary source code to any Business Software. Neither Seller

nor any of its Affiliates, with respect to the Business, has received any written requests from any third Person for disclosure of such

source code.

(k)            Seller

or its Affiliates, with respect to the Business Software, possess the sufficient number of licenses necessary for the use of all Software

to which it is licensed without violating or breaching any provision of such license agreement in any material respect, including the

number of licensed seats or users, except for any deficiencies of the foregoing that are reasonably expected to incur remediation costs

less than (i) five percent (5%) of the annual license costs as of the date hereof, and (ii) $250,000.

(l)             Seller

and its Affiliates, with respect to the Business, own or have a valid right to access and use all computer systems, networks, hardware,

Software, servers, workstations, routers, data communication lines and other equipment used to process, store, maintain and operate data,

information and functions used or held for use in connection with the Business (the “Business IT Systems”). Seller

and its Affiliates, with respect to the Business, have implemented and maintained commercially reasonable and appropriate physical, organizational,

technical and administrative safeguards reasonably designed to protect the integrity and security of Business IT Systems (including any

Software and data contained therein), including by maintaining and reasonably regularly testing standard disaster recovery and business

continuity plans and protocols and data backups in the event of any malfunction of or unauthorized access to any Business IT Systems.

Except as set forth in Section 4.16(l) of the Schedules, in the last four (4) years, there has not been any material

malfunction of the Business IT Systems that has not been remedied or replaced by the date hereof. The Business IT Systems, to Seller’s

Knowledge, are free and clear of all material Trojan horses, worms, time bombs, drop-dead devices, viruses, malware, other Software routines

or components intentionally designed to permit unauthorized access to, maliciously disable, maliciously encrypt or erase Software, hardware

or data. Except as set forth in Section 4.16(l) of the Schedules, there have been no outages or lack of availability

of the Business IT Systems exceeding twenty-four (24) hours and causing any material disruption to the conduct of the Business in the

last four (4) years. In the last four (4) years, Seller and its Affiliates, with respect to the Business, have not been subjected

to an audit in connection with a violation of a Contract pursuant to which they use any Business IT System, nor received any written

or, to Seller’s Knowledge, oral notice of intent to conduct any such audit. Seller and its Affiliates, with respect to the Business,

regularly conduct penetration tests and vulnerability assessments and have remediated any critical findings that were identified.

(m)            As

of immediately following the Closing, Purchaser will own all Business Owned Intellectual Property and, except as otherwise contemplated

by the Transition Services Agreement and the IP License Agreement, have substantially the same rights in all other material Business

Intellectual Property that Seller and its Affiliates had immediately prior to the Closing, free and clear of all Liens (except Permitted

Liens) without the payment of any additional amounts or consideration other than those amounts contemplated in the Transition Services

Agreement or any ongoing fees, royalties or payments that Seller or its Affiliates would otherwise have been required to pay absent the

Transactions. The Transactions do not and will not conflict with, result in the forfeiture of, impair or result in a breach of or default

under, or payment of any additional amount with respect to, or require the Consent of any other Person in respect of, the right to own

Business Owned Intellectual Property or, to Seller’s Knowledge, use any material Business Intellectual Property, in each case other

than as contemplated by the Transition Services Agreement.

(n)            Neither

the consummation of the Transactions nor the assignment to Purchaser or its Affiliates by operation of law or otherwise of any Contracts

to which Seller or any of its Affiliates is a party, will result in Purchaser or any of its Affiliates granting to any third party any

right to or with respect to any Business Intellectual Property.

Section 4.17.      Contracts.

(a)            Section 4.17(a) of

the Schedules sets forth a true, correct and complete list of all Contracts in effect as of the date hereof, including all amendments,

modifications and supplements thereto, in each case, that is a Shared Contract or to which Seller or any of its Affiliates, with respect

to the Business, is bound or affected (excluding Benefit Plans), and meeting any of the descriptions set forth below (each of the Contracts

listed or required to be listed in Section 4.17(a) of the Schedules are referred to herein collectively as the “Material

Contracts”):

(i)             all

Contracts that are not terminable at will within ninety (90) days and require future expenditures or other performance with respect to

products, materials, supplies, goods, equipment, other assets or services having an annual value in excess of $250,000;

(ii)            all

Collective Bargaining Agreements;

(iii)           all

Contracts with any staffing agency, temporary employee agency, professional employer organization, employer of record, or similar company

or service provider with annual payments in excess of $250,000;

(iv)          all

Contracts relating to indebtedness for borrowed money or otherwise placing a Lien (other than a Permitted Lien) on any portion of the

Assets;

(v)            all

Contracts that limit the ability of Seller or any of its Affiliates to compete in any line of business or with any Person in any

geographic area or prohibit the solicitation or engagement of any customers, employees or service providers of any competitor, or that

would so limit the freedom of Seller or any of its Affiliates or any of their respective Affiliates after the Closing;

(vi)          all

Contracts that contain exclusivity obligations binding on Seller or any of its Affiliates or, following the Closing, any of their respective

Affiliates, relating to the Business;

(vii)          all

Contracts for the engagement of any consultant in connection with the Business which calls for payments in excess of $250,000 over the

next twelve (12) months and which may not be canceled upon ninety (90) or fewer days’ notice without any Liability, penalty or

premium (other than accrued expenses or a nominal cancellation fee or charge);

(viii)         all

Contracts relating to the Business (A) with a call or put right, right of first refusal, right of first negotiation or right of

first offer, a “most favored nation” clause or otherwise onerous or preferential terms and conditions, (B) pursuant

to which Seller or any of its Affiliates provides any goods or services at a fixed price or pursuant to a fixed volume arrangement or

(C) pursuant to which Seller or any of its Affiliates is bound by a take or pay, requirements, minimum purchase or similar provision

or commitment;

(ix)           all

Contracts in excess of $250,000, relating to the Business, that are (A) management services agreements, administrative services

agreements, outsourcing agreements or similar agreements or (B) relating to any fees, or restrictions or limitations on such fees,

in each case, payable pursuant to any Contract described in the foregoing clause (A);

(x)            all

Contracts relating to the Business with a Major Payor or Major Supplier;

(xi)           all

Contracts relating to capital expenditures or commitments therefor (including any series of related expenditures), relating to the Business,

in excess of $1,000,000;

(xii)          all

Contracts relating to the Business that are material settlements, conciliations or similar agreements (A) with any continuing or

outstanding obligations to be satisfied by Seller or any of its Affiliates or (B) that were entered into during the past three (3) years

and in respect of which the payments to or from Seller or its Affiliates exceeded $250,000;

(xiii)         all

Contracts that contain any indemnification obligations of Seller or any of its Affiliates, or credit support or guarantee relating to

such indemnification obligations, other than any such indemnification, credit support or guarantee obligations incurred in the ordinary

course of business;

(xiv)         all

Contracts with any Governmental Authority, other than ordinary course Medicare, Medicaid or similar Governmental Authority payor enrollment

contracts or Permits, relating to the Business;

(xv)          all

Contracts required to be disclosed in Section 4.19 of the Schedules;

(xvi)         all

Contracts relating to the use or registration of (A) any Business Owned Intellectual Property or (B) any Intellectual Property

owned by any third party, excluding (1) licenses of commercially available off-the-shelf Software (including when provided as a

service) with an annual license or subscription fee of no more than $250,000, (2) nondisclosure agreements and employment agreements

entered into in the ordinary course of business, (3) nonexclusive licenses granted by Seller or any of its Affiliates to its customers,

contractors and service providers for the purpose of selling, licensing or receiving products or services, and (4) Contracts in

which all grants of rights to use any Intellectual Property are incidental and not material to the primary purpose of such Contracts

(for example, where the only licenses to Intellectual Property in the relevant Contract are incidental licenses to Trademarks or feedback

licenses);

(xvii)        all

Contracts that provide for termination, acceleration of payment or any other special rights or obligations upon the occurrence of a change

of control of the Business or in connection with the sale of more than fifty percent (50%) of the assets of the Business or the Assets;

(xviii)       all

Contracts relating to the acquisition of or disposition of Business Owned Intellectual Property; and

(xix)

all Contracts relating to the Business and creating or governing a

partnership, joint venture, alliance or other similar Contract or arrangement, including Contracts for sharing of profits or

losses.

(b)            Seller

has made available to Purchaser a true, correct and complete copy of all written Material Contracts. Neither Seller nor any of its Affiliates

(as applicable) nor, to Seller’s Knowledge, any other party to any Material Contract is in material breach of, or in default under,

any Material Contract. Each Material Contract is in full force and effect, and is the legal, valid and binding obligation of Seller or

its Affiliate, as applicable, which is party thereto, as applicable, and, to Seller’s Knowledge, of the other parties thereto,

enforceable against each of them in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). To Seller’s Knowledge,

no event has occurred, that (with or without notice or lapse of time) will, or would reasonably be expected to, (i) result in a

material violation or material breach of any of the provisions of any Material Contract, (ii) give any party to the Material Contract

the right to declare a default or exercise any remedy under the applicable Material Contract, (iii) give a party to the Material

Contract the right to accelerate the maturity or performance of any grant or rights or other obligation under the applicable Material

Contract or (iv) give a party to the Material Contract the right to cancel, terminate or modify the applicable Material Contract.

No party to any Material Contract has (A) exercised any termination rights with respect thereto, (B) given written or, to Seller’s

Knowledge, oral notice of any dispute with respect thereto, (C) provided or received any written or, to Seller’s Knowledge,

oral notice of any intention or threat to terminate or breach with respect thereto, or (D) to Seller’s Knowledge, sought

or is seeking to renegotiate any of the terms of such Material Contract. Except as set forth in Section 4.17(b) of the

Schedules, neither Seller nor any of its Affiliates has received any written or, to Seller’s Knowledge, oral notice of cancellation,

termination or modification of any Material Contract, and there have been no such cancellations, terminations, or modifications to any

Material Contract in the last twelve (12) months.

Section 4.18.         Insurance.

Section 4.18(a) of the Schedules sets forth a true, correct and complete list of each material insurance policy currently

in effect that is maintained by or for the benefit of the Business, including, in each case, the type of coverage, name of the insurer,

policy number, limits and deductible / retention (the “Insurance Policies”). Each Insurance Policy is in full force

and effect, and all premiums due and payable thereunder have been paid in full. Seller and its Affiliates (and their respective applicable

Affiliates) are in compliance in all material respects with the terms of all Insurance Policies (and predecessor policies), and neither

Seller nor any of its Affiliates is in default or breach with respect to any provision contained in any Insurance Policy (or predecessor

policy). Neither Seller nor any of its Affiliates has received any written or, to Seller’s Knowledge, oral notice from any insurer

terminating, canceling, revoking, amending, reducing coverage or materially increasing premiums with respect to any Insurance Policy,

or threatening to do any of the foregoing. Except as set forth in Section 4.18(b) of the Schedules, there are no outstanding

or pending claims by Seller or any of its Affiliates under any of the Insurance Policies (or any predecessor insurance policies), and

there are no open claims with any insolvent insurance carriers, with respect to the Business. None of Seller or any of its Affiliates,

with respect to the Business, have any self-insurance or co-insurance programs. The activities and operations of the Business have been

conducted in a manner so as to conform in all material respects to all applicable provisions of the Insurance Policies. The consummation

of the Transactions will not cause a cancellation or reduction in the coverage of the Insurance Policies.

Section 4.19.         Related

Party Transactions. Except as set forth in Section 4.19 of the Schedules, none of Seller or any of its Affiliates,

and no officer, equityholder, director, member or Affiliate of Seller or its Affiliates or any individual related by blood, marriage

or adoption to any such individual, (a) has any right, title or interest in or to, or uses, holds for use or licenses, any of the

properties or assets used in the Business or the Assets, whether tangible or intangible, (b) is a party to any or otherwise, directly

or, to Seller’s Knowledge, indirectly, has any interest in any Contract, transaction, business arrangement or relationship with

the Business (other than any executive equity award issuances or employment Contracts or Benefit Plans), (c) has initiated or, to

Seller’s Knowledge, threatened to bring any Action against the Business (or Seller or any of its Affiliates, with respect to the

Business) in the past four (4) years, (d) is an officer, director, employee or, to Seller’s Knowledge, consultant or

contractor of, any Person that competes with the Business or (e) provides or causes to be provided to the Business any of the assets,

properties, services or facilities used in the Business or the Assets.

Section 4.20.         Payors

and Suppliers. Section 4.20(a) of the Schedules sets forth a true, correct and complete list of the names of

the ten (10) largest payors of the Business, as determined by annual revenue to the Business, taken as a whole, for the twelve (12)-month

period ended May 31, 2026 (each, a “Major Payor”). Section 4.20(b) of the Schedules sets forth

a true, correct and complete list of the names of the ten (10) largest suppliers of the Business, based on payments made by the

Business, taken as a whole, during the twelve (12)-month period ended May 31, 2026 (each, a “Major Supplier”).

Neither Seller nor any of its Affiliates have received any written or, to Seller’s Knowledge, oral notice, in the last twelve (12)

months from any Major Payor or Major Supplier that it intends to cancel, terminate or otherwise adversely modify in any material respect

(through a reduction in business or otherwise) its relationship with the Business as such relationship has been conducted during the

twelve (12) months prior to the date hereof, nor has any such cancellation, termination or modification occurred in the past twelve (12)

months, other than modifications in the ordinary course of business.

Section 4.21.         Brokers.

Other than as set forth in Section 4.21 of the Schedules (for whom all fees and other amounts payable shall be included in

the Seller Expenses), no Person is or will be entitled to a broker’s, finder’s, investment banker’s, financial adviser’s

or similar fee, commission or payment in connection with this Agreement or the other Transaction Documents or the Transactions based

upon arrangements made by or on behalf of Seller or any of its Affiliates, with respect to the Business, or (to the extent Seller or

any of its Affiliates, with respect to the Business, could be liable therefor) any of their Affiliates.

Section 4.22.         Healthcare

Matters.

(a)            Compliance

with Healthcare Laws.

(i)            Seller

and its Affiliates, with respect to the Business, and each of Seller’s and its Affiliates’ direct and indirect owners, officers,

directors, managers and, to Seller’s Knowledge, employees (each, a “Seller Agent”), during the time of their

affiliation with Seller or its Affiliates, are, and have at all times during the past six (6) years been (or during such time a

Seller Agent has been employed or engaged by Seller or any of its Affiliates if such time is less than six (6) years), in compliance

in all material respects with all applicable Healthcare Laws, Third-Party Payor Agreements, Third-Party Payor Authorizations, and Third-Party

Payor Programs.

(ii)            Except

as set forth in Section 4.22(a)(ii) of the Schedules, during the past six (6) years, neither Seller, its Affiliates,

nor, to Seller’s Knowledge, any Seller Agent has received written notice, correspondence, or other written communication of (A) any

material violation, alleged violation or potential violation of, or Liability under, any such Healthcare Laws, or to the effect that

Seller, its Affiliates, a Seller Agent or any Person acting on behalf of Seller and its Affiliates, with respect to the Business, is

under investigation or inquiry with respect to any violation or alleged violation of any applicable Healthcare Law, or (B) any actual,

alleged, or potential obligation to undertake, or to bear all or any portion of the cost of, any remedial action with respect to any

violation of any applicable Healthcare Laws in any material respect, in each case, in respect of the Business.

(b)            Participation

in Third-Party Payor Programs.

(i)            Section 4.22(b)(i) of

the Schedules lists all National Provider Identifiers and provider numbers for Third-Party Payor Programs with respect to the Business

that, individually or in the aggregate, account for more than five percent (5%) of the gross revenues of the Business for the twelve

(12)-month period ending on the date hereof, in which Seller or its Affiliates participate, all of which are in full force and effect.

Seller and its Affiliates, with respect to the Business, are each qualified in all material respects to participate in each Third-Party

Payor Program that each participates in and each is duly enrolled and certified (as applicable) in such Third-Party Payor Program as

a supplier of health care items or administrative services at every location at which Seller and its Affiliates provide covered services,

to the extent required by any Third-Party Payor. Seller and its Affiliates, with respect to the Business, are in compliance in all material

respects with the Third-Party Payor Agreements to which each is subject, Third-Party Payor Authorizations and Third-Party Payor Programs.

Seller has made available to Purchaser true, correct and complete copies of all Third-Party Payor Agreements that, individually or in

the aggregate, account for more than five percent (5%) of the gross revenues of the Business for the twelve (12)-month period ending

on the date hereof, in its possession or control and to which Seller and its Affiliates, with respect to the Business, are subject.

(ii)            Seller

and its Affiliates, with respect to the Business are, and have at all times during the past six (6) years been, in compliance in

all material respects with all applicable conditions for coverage and participating provider and supplier requirements of the Federal

Health Care Programs. Except as set forth in Section 4.22(b)(ii) of the Schedules, no Third-Party Payor Program that,

individually or in the aggregate, accounts for more than five percent (5%) of the gross revenues of the Business for the twelve (12)-month

period ending on the date hereof, (A) has given notice (in writing) of the termination of its relationship with Seller or any of

its Affiliates, with respect to the Business, or (B) has advised Seller or any of its Affiliates, with respect to the Business,

in writing of any material dispute, including with respect to any material obligation arising under any Third-Party Payor Agreement,

other than payor adjustments, recoupments, audits, rescindments, or discounts in the ordinary course of business and non-material routine

or periodic inspections or reviews by any payor.

(iii)            Neither

Seller, its Affiliates nor, to Seller’s Knowledge, any owner, officer, director, partner, managing employee or Person with a direct

or indirect “ownership or control interest” (as that phrase is defined in 42 C.F.R. § 1001.2) in Seller or its Affiliates,

with respect to the Business, (A) is a party to, or bound by, any order, individual integrity agreement, corporate integrity agreement,

corporate compliance agreement, deferred prosecution agreement or other formal or informal agreement with any Governmental Authority

concerning compliance with Healthcare Laws, (B) has reporting obligations pursuant to any settlement agreement entered into with

any Governmental Authority, (C) to Seller’s Knowledge, is the subject of any Federal Health Care Program investigation conducted

by any federal or state enforcement agency, (D) to Seller’s Knowledge, is a defendant in any qui tam/False Claims Act litigation

related to the Business, or (E) has been served with or received any search warrant, subpoena, civil investigation demand, contact

letter, or personal contact by or from any federal or state enforcement agency (except in connection with medical services provided to

third parties who may be defendants or the subject of investigation into conduct unrelated to the Business).

(iv)            Except

as set forth in Section 4.22(b)(iv) of the Schedules, during the past six (6) years, neither Seller nor any of

its Affiliates, with respect to the Business, has ever made any self-disclosure to any Governmental Authority for any violation of Healthcare

Laws, including any voluntary disclosure to the United States Department of Health and Human Services, Office of Inspector General (“OIG”)

pursuant to the OIG’s Self-Disclosure Protocol or to the Centers for Medicare and Medicaid Services Self-Referral Disclosure Protocol.

(v)            Seller

and its Affiliates, with respect to the Business, is, and has at all times during the past six (6) years been, in compliance in

all material respects with all Offshore Services Disclosures and Attestations required under Third-Party Payor Agreements that, individually

or in the aggregate, account for more than five percent (5%) of the gross revenues of the Business for the twelve (12)-month period ending

on the date hereof, with respect to the Business.

Debarment. Neither Seller, its Affiliates nor, to Seller’s Knowledge, any Seller Agent, with respect to the Business, has been

convicted of, charged with or investigated for, a criminal offense related to Medicare or any other Federal Health Care Program or been

convicted of, charged with or investigated for, a violation of any Law related to fraud, theft, embezzlement, breach of fiduciary duty,

kickbacks, bribes, other financial misconduct, obstruction of an investigation or controlled substances. Neither Seller, its Affiliates

nor, to Seller’s Knowledge, any Seller Agent is or has been (or, to Seller’s Knowledge has been threatened in writing to

be), with respect to the Business, (i) excluded from any Federal Health Care Program or been subject to sanctions pursuant to 42

U.S.C. § 1320a-7 or § 1320a-8 and related regulations or been convicted of a crime described at 42 U.S.C. § 1320a-7b,

(ii) “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to

the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R.

Subpart 9.4), or other Laws, (iii) debarred, disqualified, suspended, precluded or excluded from participation in any Federal

Health Care Program or is listed on the General Services Administration’s published list of excluded parties, nor, to Seller’s

Knowledge, is any such debarment, disqualification, suspension or exclusion pending, or (iv) made a party to any other action by

any Governmental Authority that prohibits it from selling products or providing services to any governmental or other purchaser pursuant

to any federal, state or local laws or regulations. Neither Seller nor its Affiliates, with respect to the Business, has received any

written notice that any action described in the foregoing clauses (i) through (iv) is threatened.

(d)            Reporting

and Billing. Seller and its Affiliates, with respect to the Business, currently have received all material Third-Party Payor Authorizations

necessary for reimbursement by any Third-Party Payor Program in which Seller or any of its Affiliates participates. Seller and its Affiliates,

with respect to the Business, have (i) timely and accurately filed all material reports and billings required to be filed with respect

to each Third-Party Payor, all of which were prepared in compliance in all material respects with all applicable Laws governing reimbursement

and claims and the published payment policies of the applicable Third-Party Payor Program that have been provided to Seller and its Affiliates,

with respect to the Business, (ii) paid within all required timeframes, all known and undisputed refunds, overpayments, discounts

and adjustments due under applicable Healthcare Law with respect to any such report or billing, and there is no pending or, to Seller’s

Knowledge, threatened, appeal, adjustment, challenge, audit (including notice of an intent to audit), inquiry or litigation by any such

Third-Party Payor with respect to Seller and its Affiliates, with respect to the Business, billing practices and reimbursement claims,

and (iii) except as set forth in Section 4.22(d)(iii) of the Schedules, not been subject to an adverse audit or

other adverse review by any Governmental Authority or Third-Party Payor, in each case, other than payor adjustments, recoupments or discounts

in the ordinary course of business and non-material routine or periodic inspections, audits or reviews by any payor. All billings submitted

by Seller and each of its Affiliates, with respect to the Business, have reflected goods actually sold and services actually performed

by the billing Person to eligible patients in accordance in all material respects with the applicable payment rates of the applicable

Third-Party Payor and, to Seller’s Knowledge, Seller and its Affiliates have sufficient documentation required to support such

billings. Any bills submitted to any Federal Health Care Program have been billed under Seller’s or its Affiliates applicable National

Provider Identifier. Seller and its Affiliates collect all copayments, deductibles and other patient financial responsibilities, and

have refunded any such amounts to the patient when such amounts have been identified, all in compliance in all material respects with

applicable Healthcare Laws. There is no pending or, to Seller’s Knowledge, threatened, audit or investigation by any Third-Party

Payor with respect to Seller or its Affiliates, with respect to the Business, other than routine review or discussion regarding reimbursement

claims occurring in the ordinary course of business. To the extent Seller or any of its Affiliates has identified any overpayments received

by Seller or any of its Affiliates from any Third-Party Payor Program with respect to the Business in the past six (6) years, Seller

and its Affiliates have notified the applicable Third-Party Payor Program and returned such overpayments in accordance and in all material

respects with the requirements under the applicable Third-Party Payor Authorizations.

(e)            Fraud

and Abuse. Except as set forth in Section 4.22(e) of the Schedules, Seller, its Affiliates and, to Seller’s

Knowledge, any Seller Agent and Seller’s and its Affiliates’ authorized representatives, are operating on behalf of Seller

or its Affiliates and have at all times operated on behalf of Seller or its Affiliates, with respect to the Business, in compliance in

all material respects with (i) the Federal Health Care Program anti-kickback statute (42 U.S.C. § 1320a-7b, et seq.),

(ii) the federal physician self-referral law (commonly known as the Stark Law) (42 U.S.C. § 1395nn, et seq., and its implementing

regulations, 42 C.F.R. Part 424, Subpart J), and (iii) all other applicable Healthcare Laws with respect to direct and

indirect compensation arrangements, ownership interests or other relationships between such Person and any past, present or potential

patient, physician, supplier, contractor, Third-Party Payor or other Person in a position to refer, recommend or arrange for the referral

of patients or other health care business to such Person or to whom such Person refers, recommends or arranges for the referral of patients

or other health care business.

(f)            Advertising.

All marketing or advertising, including websites and social media, of Seller or any of its Affiliates, with respect to the Business,

excluding with respect to patient testimonials, is and has in all material respects been, to Seller’s Knowledge, truthful, accurate

and in compliance in all material respects with all applicable Laws.

(g)            DME

Supplier Standards. Seller and its Affiliates, with respect to the Business, are and have been for the last six (6) years in

compliance in all material respects with the DME supplier standards, requirements, and special payment rules (as set forth in 42

C.F.R. § 424.57) (“DME Supplier Standards”). In the last six (6) years, neither Seller nor any of its

Affiliates, with respect to the Business, has received any written notice of, and there are currently no proceedings pending or threatened

in writing, and there is no inquiry or investigation currently pending or, to Seller’s Knowledge, threatened with respect to, any

violation of the Medicare DME Supplier Standards.

(h)            Change

in Majority Ownership. Seller and its Affiliates, with respect to the Business, have not, in the last thirty-six (36) months, taken

any direct or indirect action that would trigger a Change in Majority Ownership (as defined in 42 C.F.R. § 424.551). In the last

thirty-six (36) months, neither Seller nor any of its Affiliates, with respect to the Business, have had an initial Medicare Durable

Medical Equipment Supplier, Prosthetics, Orthotics, and Supplies (“DMEPOS”) enrollment initiated or approved.

(i)            HIPAA.

Seller and its Affiliates, with respect to the Business, are, and have been for the previous six (6) years, in compliance with HIPAA

in all material respects. During the last six (6) years, except as set forth in Section 4.22(i) of the Schedules,

Seller and its Affiliates, with respect to the Business, have not (i) made any disclosures or notifications to any Governmental

Authority, Person or Third-Party Payor regarding a “breach” (as defined in 45 C.F.R. § 164.402) of “protected

health information” as defined in 45 C.F.R. § 160.103 (or “PHI”) in its possession or under its control

or (ii) received any written complaints, audit requests, compliance reviews, investigations, or notices from any Governmental Authority

alleging violation of HIPAA.

(i)            For

the past six (6) years, Seller and its Affiliates, with respect to the Business, have entered into valid “business associate

agreements” (or, as applicable subcontractor business associate agreements) under 45 C.F.R. §§ 164.312(a), 164.504(e)(1) with

all Affiliates or third parties (A) that create, receive, maintain, or transmit PHI on behalf of Seller or its Affiliates and (B) on

behalf of whom Seller or its Affiliates create, receive, maintain, or transmit PHI on behalf of such Affiliates or third parties (collectively,

“Business Associate Agreements”). To Seller’s Knowledge, each of Seller and its Affiliates, with respect to

the Business, is in compliance in all material respects with the provisions of, and is not breaching, such Business Associate Agreements.

(ii)            Seller

and its Affiliates, with respect to the Business, has implemented and maintains a HIPAA compliance program, including administrative,

technical, and physical safeguards, that is comprised of appropriate written policies and procedures and annual training to all Workforce

(as defined at 45 C.F.R. § 160.103) members.

(iii)            For

the past six (6) years, Seller and its Affiliates, with respect to the Business, have performed security risk assessments and prepared

risk management plans that materially meet the standards set forth in 45 C.F.R. § 164.308(a)(1)(ii)(A), (B) and have addressed

and remediated all material threats and deficiencies identified in each such security risk assessments.

(iv)            Except

as set forth in Section 4.22(i)(iv) of the Schedules, for the past six (6) years, no breach or successful “security

incident” (as defined in 45 C.F.R. § 164.304), has occurred with respect to PHI in the possession or control of Seller

or any of its Affiliates, with respect to the Business, and neither Seller nor any of its Affiliates has received notice of any such

breach or successful “security incident” from any Affiliate or any third party under the terms of a Business Associate Agreement.

(v)            Except

as set forth in Section 4.22(i)(v) of the Schedules, none of the websites, including all website domains, subdomains,

and landing pages, or any mobile applications developed or maintained by or on behalf of Seller or its Affiliates, with respect to the

Business, or the third-party technologies, including cookies, web beacons, session replay scripts, fingerprinting scripts, tags, and

pixels, used on such websites and applications, have used or disclosed PHI in a manner that constitutes a breach of Unsecured PHI under

HIPAA.

(j)            Compliance

Program. Seller and its Affiliates, with respect to the Business, (i) maintain, and have maintained for the previous six (6) years,

a compliance program having the elements of an effective corporate compliance and ethics program identified in U.S.S.G. § 8B2.1

in all material respects, (ii) are, and have been for the last six (6) years, in material compliance with their compliance

programs and (iii) to Seller’s Knowledge, except as set forth in Section 4.22(j)(iii) of the Schedules, have

no current material violations of Seller’s compliance program.

(k)            Filings.

All material documents, reports, notices, data, or other information required to be maintained or filed with any Governmental Authority

by Seller or its Affiliates, with respect to the Business, have been so maintained or filed on a timely basis, and were true, correct

and complete in all material respects as of the date of filing, or were subsequently updated, changed, corrected or modified prior to

the Closing Date and no such filing with any Governmental Authority contains any materially false, misleading or otherwise inaccurate

statements or information, whether express or due to omission of material information.

Section 4.23.         Privacy

and Security.

(a)            Except

as set forth in Section 4.23(a) of the Schedules, Seller and its Affiliates, with respect to the Business, comply, and

at all times during the previous six (6) years have complied, in all material respects, with (i) applicable Data Privacy and

Security Laws, (ii) the Seller Privacy and Data Security Policies, (iii) all obligations concerning Personal Information or

information security under any Contract by which Seller or any of its Affiliates, as related to the conduct of the Business, is bound

as of the date hereof and (iv) the applicable requirements of the Payment Card Industry Data Security Standard (together in (i)-(iv),

the “Privacy Commitments”).

(b)            Except

as set forth in Section 4.23(b) of the Schedules, Seller and its Affiliates, with respect to the Business, do not sell,

share, rent, or otherwise make available any Personal Information to any Person for such Person’s own use, except to the extent

that such actions comply with applicable Data Privacy and Security Laws.

as set forth in Section 4.23(c) of the Schedules, the execution, delivery, and performance of this Agreement and the

Transaction Documents and the consummation of the Transactions, including the transfer of all Personal Information in the possession

or control of Seller or its Affiliates, with respect to the Business, do not and will not (i) violate, in any material respect,

the Privacy Commitments or (ii) require the Consent of, or notice to, any Person concerning such Person’s Personal Information.

Seller and its Affiliates, with respect to the Business, have all necessary right, title or interest in the Personal Information, Processed

by or on behalf of Seller or its Affiliates in the conduct of the Business (A) to transfer such Personal Information to Purchaser,

and (B) to permit Purchaser to use such information consistent with the Business as currently conducted.

(d)            Seller

and its Affiliates, with respect to the Business, have implemented and maintained Seller Privacy and Data Security Policies where such

action is required by applicable Data Privacy and Security Laws, including, as applicable, publicly posted privacy policies.

(e)            Seller

and its Affiliates, with respect to the Business, contractually require all third parties, including contractors, service providers,

vendors and other Persons providing services on behalf of Seller or its Affiliates, with respect to the Business, that, in each case,

Process or otherwise have access to Sensitive Information from or on behalf of Seller or its Affiliates, to (i) comply with all

applicable Data Privacy and Security Laws, (ii) take reasonable steps designed to ensure that all Sensitive Information in such

third parties’ possession or control is protected against unauthorized access, acquisition, use, modification, disclosure, Processing,

or other misuse and (iii) restrict use of Sensitive Information to those authorized or required under the servicing, outsourcing

or other arrangement.

(f)            Except

as set forth in Section 4.23(f) of the Schedules, Seller and its Affiliates, with respect to the Business, have provided

notifications to, obtained consent from, and honored any opt-out or other privacy request from Persons regarding the Processing of Personal

Information where such actions are required by Data Privacy and Security Laws.

(g)            Except

as set forth in Section 4.23(g) of the Schedules, Seller and its Affiliates, with respect to the Business, have taken

commercially reasonable and appropriate steps that comply with the Privacy Commitments designed to protect the confidentiality, integrity

and security of all Sensitive Information in their possession or control. In the previous six (6) years, except as set forth in

Section 4.23(g) of the Schedules, there has been no Security Breach. Except as set forth in Section 4.23(g) of

the Schedules, in the previous six (6) years, there has been no unauthorized intrusion, breach of security, or any Security Breach

of any Business IT Systems, and no written (or, to Seller’s Knowledge, oral) allegation or claim of any such Security Breach has

been made by any Person. In the previous six (6) years, neither Seller nor any of its Affiliates, with respect to the Business,

has provided any notices to, nor has it been required pursuant to the Privacy Commitments to provide any such notices to, any Governmental

Authority as a result of any such Security Breach.

(h)            Seller

and its Affiliates, with respect to the Business, have taken commercially reasonable measures designed to protect the Software and data

transmitted through Business IT Systems from any Security Breach and from misuse or unauthorized Processing.

(i)            Except

as set forth in Section 4.23(i) of the Schedules, during the previous six (6) years, neither Seller nor any of

its Affiliates, with respect to the Business, has received any written (or, to Seller’s Knowledge, oral) notice, request, claim,

complaint, correspondence or other communication from any Governmental Authority or other Person, and there has not been any audit, investigation,

enforcement action (including any fines or other sanctions) or other action relating to, any actual, alleged, or suspected violation

of any of the Privacy Commitments.

Section 4.24.         Sanctions

Matters.

(a)            During

the past four (4) years, neither Seller, any of its controlled Affiliates nor, to Seller’s Knowledge, any of their respective

Agents, in each case acting on behalf of the Business, has (i) conducted, directly or indirectly, any business with, in or involving

any Sanctioned Country, Sanctioned Person or Specified Person in material violation of applicable Sanctions, or (ii) been the subject

of or otherwise involved in any investigation, inquiry or enforcement proceeding, or received any written or, to Seller’s Knowledge,

oral communication from a Governmental Authority, in each case, regarding material non-compliance with any Sanctions or been assessed

civil penalties under any Sanctions.

(b)            During

the past four (4) years, neither Seller, any of its controlled Affiliates nor, to Seller’s Knowledge, any of their respective

Agents, has been a Sanctioned Person or a Specified Person or engaged in any transaction or conduct that would reasonably be likely to

result in them becoming a Sanctioned Person or a Specified Person.

Article V

REPRESENTATIONS

AND WARRANTIES OF Purchaser

Purchaser hereby represents

and warrants to Seller as follows:

Section 5.1.         Organization.

Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Ohio. The

Governing Documents of Purchaser are in full force and effect, and Purchaser is not in violation of any of the provisions thereof. Purchaser

is not the subject of any bankruptcy, dissolution, liquidation or similar Action.

Section 5.2.         Authorization.

Purchaser has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it

is (or will at the Closing be) a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. All acts

or proceedings required to be taken by Purchaser to duly and validly authorize the execution, delivery and performance by Purchaser of

this Agreement and each other Transaction Document to which Purchaser is (or will at the Closing be) a party and the consummation by

Purchaser of the Transactions, have been properly taken, and such authorization has not been subsequently modified or rescinded. This

Agreement has been, and each other Transaction Document to which Purchaser is (or will at the Closing be) a party, has been or will be,

duly and validly authorized, executed and delivered by Purchaser, and, assuming that this Agreement and each other such Transaction Document

has been duly and validly authorized, executed and delivered by the other parties hereto and thereto, constitutes, or when so executed

and delivered, will constitute, a legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its

terms, except to the extent that the enforceability thereof may be limited by the Bankruptcy and Equity Exceptions.

Section 5.3.         Non-contravention.

Neither the execution, delivery or performance of this Agreement or any other Transaction Document, the consummation of the Transactions

nor the fulfillment of or the performance by Purchaser of its obligations hereunder or thereunder does or will conflict with, result

in any breach of, require any Consent under, constitute a default under (with or without notice or lapse of time or both), result in

a violation of, give rise to any right of termination, cancellation, amendment or acceleration of any obligation under, or result in

the loss of any benefit under, any provision contained in (a) Purchaser’s Governing Documents, (b) any material Contract

to which Purchaser is a party or by which Purchaser is subject or by which any of the properties, assets or rights of Purchaser are bound

or (c) assuming satisfaction of the requirements set forth in Section 5.4 below, any Order, Law or other restriction

of any Governmental Authority, in each case to which Purchaser is subject or by which any of the properties, assets or rights of Purchaser

are bound, which in the case of the foregoing clauses (a), (b) and (c), would reasonably be expected, individually or in the

aggregate, to have a Purchaser Material Adverse Effect.

Section 5.4.         No

Consents. Assuming the truth and accuracy of Seller’s representations and warranties contained in Section 4.4,

no Consent is or will be required or necessary for the execution, delivery or performance by Purchaser of this Agreement and the other

Transaction Documents to which Purchaser is (or will at the Closing be) a party or the consummation of the Transactions, except for (a) Consents

required under, and other applicable requirements of, the HSR Act and any other Competition Law, (b) those that may be required

solely by reason of Seller’s or its Affiliates’ participation in the Transactions, and (c) those the failure of which

to make or obtain would not reasonably be expected, individually or in the aggregate, to have a Purchaser Material Adverse Effect.

Section 5.5.         Litigation.

As of the date of this Agreement, Purchaser is not (a) subject to any Order or (b) party to any Action before or by a Governmental

Authority, and there is no Action, to the knowledge of Purchaser, threatened in writing against Purchaser, in each case of (a) and

(b), which would reasonably be expected to prohibit, materially delay or materially impair Purchaser’s ability to perform its obligations

under this Agreement or any other Transaction Document or to consummate the Transactions.

Section 5.6.         Brokers.

Other than with respect to J.P. Morgan Securities LLC, no Person is or will be entitled to a broker’s, finder’s, investment

banker’s, financial adviser’s or similar fee, commission or payment in connection with this Agreement or the other Transaction

Documents or the Transactions based upon arrangements made by or on behalf of Purchaser or (to the extent Purchaser could be liable therefor)

any of its Affiliates.

Section 5.7.         Funds

Available; Solvency. Purchaser has, or will have, as of the Closing, sufficient funds necessary to consummate the Transactions,

to pay the amounts required to be paid by it at the Closing pursuant to Section 3.1(c), and to otherwise satisfy all other

obligations of Purchaser hereunder required to be paid in cash, including all related fees and expenses in connection with this Agreement,

in each case on the Closing Date. Purchaser, as of the Closing and immediately after giving effect to the consummation of the Transactions,

and assuming satisfaction of the conditions set forth in Section 7.2(a), will be solvent such that (a) its financial

condition will be such that the sum of its assets will have a fair saleable value greater than the amounts required to pay its debts

(including a reasonable estimate of the amount of all contingent Liabilities), and (b) it will have adequate capital to carry on

its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated

by this Agreement with the intent to hinder, delay or defraud either present or future creditors of any of Purchaser or its Affiliates.

Article VI

COVENANTS

AND AGREEMENTS

Section 6.1.         Access

and Information.

(a)            From

the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller

shall, and shall cause its Subsidiaries to, provide Purchaser and its Agents with reasonable access, during normal business hours and

upon advance written notice, and in a manner so as not to interfere unreasonably with the Business, to the employees, offices, properties,

assets and Contracts of the Business, the Assets and the Books and Records (including by furnishing such financial and operating data

and other information relating to the Business as such Persons may reasonably request); provided, however, that the foregoing

shall not require Seller or any of its Subsidiaries to provide access to or disclose information (i) in violation of any applicable

Law, fiduciary duty or restrictions contained in any confidentiality agreements to which Seller or its Subsidiaries are subject or (ii) in

a manner that could result in a loss of privilege or work-product protection, so long as, in each case of (i) and (ii), Seller notifies

Purchaser in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing, and the Parties shall

use reasonable best efforts to identify and pursue a permissible method to provide disclosure in a manner that would not contravene such

requirements or result in any of the outcomes described therein, including through the procedures set forth in the Clean Team Confidentiality

Agreement or on an “Outside Counsel Only” basis (collectively in this proviso, the “Access Limitations”).

For the avoidance of doubt, reasonable access and information shall include (A) patient claims data and other financial and operational

data for Purchaser and its Agents to perform, at Purchaser’s expense, a quality of revenue cash waterfall and cash proof analysis

on periods between the date hereof and the Closing, (B) supplemental or ad hoc reporting to be provided by the Business as deemed

necessary to complete the quality of revenue cash waterfall and cash proof analysis, and (C) assistance from the Business’s

finance and accounting personnel and Agents in resolving matters including data cleansing and correcting source data, as required to

complete the quality of revenue cash waterfall and cash proof analysis; provided, further, that Clean Team Material (as

defined in the Clean Team Confidentiality Agreement) shall be disclosed only as set forth in the Clean Team Confidentiality Agreement.

(b)            From

the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, Purchaser

shall not, and shall not permit its Agents to, contact or hold discussions with Persons that Purchaser knows to be customers or suppliers

of the Business, in each case with respect to the Transactions, without the prior written consent of Seller (not to be unreasonably withheld,

conditioned or delayed), other than any contact or discussions (i) held in the ordinary course of business or (ii) as may be

required or advisable to comply with applicable Law, stock exchange rules or existing contractual arrangements.

Confidential Information disclosed by or on behalf of Seller or any of its Affiliates (whether before or after the date hereof, pursuant

to this Agreement or in connection with the Transactions, or the discussions and negotiations preceding this Agreement) to Purchaser

(or its Agents) shall (subject to the terms of such agreement) be subject to the terms of that certain letter agreement, dated January 30,

2026, by and between Seller and Cardinal Health, Inc., as supplemented by that certain Clean Team Confidentiality Agreement, dated

as of March 4, 2026, by and between Seller and Cardinal Health, Inc. (the “Clean Team Confidentiality Agreement,”

and, collectively with such letter agreement, the “Confidentiality Agreement”); provided that the Confidentiality

Agreement is hereby amended, as of the date of this Agreement, to allow, without the consent of Seller or its Affiliates, Purchaser and

its Affiliates and their respective Representatives to use and disclose the Confidential Information and information about the Potential

Transaction (as “Representatives,” “Confidential Information” and “Potential Transaction” are defined

in the Confidentiality Agreement) in connection with (i) any financing pursued by Purchaser or its Affiliates in connection with

the Transactions and (ii) regulatory filings and communications with Governmental Authorities required or advisable in connection

with the Transactions; provided, further, that any Clean Team Material used or disclosed in connection with the foregoing

clause (ii) shall remain subject to the Clean Team Confidentiality Agreement. For the avoidance of doubt, the restrictions and terms

set forth in the Confidentiality Agreement shall (subject to the terms and conditions of the Confidentiality Agreement as modified by

this Section 6.1(c)) continue to apply to such Confidential Information following its disclosure in connection with the matters

set forth in the foregoing clauses (i) and (ii). Cardinal Health, Inc. is an express, intended third-party beneficiary

of the immediately preceding sentence. The Parties agree that, notwithstanding anything to the contrary contained in the Confidentiality

Agreement, the Confidentiality Agreement shall survive from the date hereof until such agreement terminates upon the terms thereof; provided

that, upon the Closing, the Confidentiality Agreement and all obligations thereunder shall automatically terminate. In the event of any

conflict or inconsistency between the provisions of the Confidentiality Agreement and this Section 6.1, this Section 6.1

will control.

Section 6.2.         Conduct

of Business.

(a)            Except

as expressly required by this Agreement or as required by applicable Law, from the date of this Agreement through the earlier of the

Closing and the termination of this Agreement in accordance with its terms, Seller will, and will cause each of its Affiliates to, in

each case with respect to the Business, the Assets and the Assumed Liabilities, conduct its and their business and operations in the

ordinary course of business and use reasonable best efforts to (i) preserve the business operations, organization and goodwill of

the Business and the Assets, (ii) preserve its and their present relationships with customers, payors, suppliers, business partners,

employees, licensors, licensees and other Persons with which the Business has business relationships, (iii) maintain the Assets

in good working order and repair and (iv) pay the debts and other obligations of the Business when due in the ordinary course of

business.

(b)            From

the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, except

as (w) otherwise expressly required by this Agreement, (x) set forth in Section 6.2(b)-1 of the Schedules, (y) consented

to in writing by Purchaser (not to be unreasonably withheld, conditioned or delayed) or (z) required by applicable Law, Seller shall

not, and shall cause each of its Affiliates not to, in each case solely with respect to the Business, the Assets or the Assumed Liabilities:

(i)            make

any change to, amend or modify its Governing Documents in a manner (A) adverse to Purchaser or (B) which would reasonably be

expected to prohibit, materially delay or materially impair Seller’s or any of its Affiliates’ ability to perform its obligations

under this Agreement or any other Transaction Document or to consummate the Transactions;

(ii)           issue,

transfer, deliver or reissue, or sell, dispose, encumber or pledge any Equity Interests of Seller or any Selling Subsidiary or grant

Equity Interests or other rights to purchase, acquire, exchange or exercise (including upon conversion) any securities of Seller or any

Selling Subsidiary;

(iii)          enter

into any agreement or side letter, or amend, restate, supplement or modify any agreement (A) in a manner that would prohibit, add

conditionality or restrictions to the consummation of, or give any Person a consent right to, any of the Transactions or (B) that

would be an Assumed Liability;

(iv)         sell,

transfer, lease, sublease, license, assign, abandon, allow to lapse, mortgage, pledge, grant any Person the right to use or occupy, or

otherwise dispose of (whether by merger, stock or asset sale or otherwise) or subject or permit to be subjected to any Lien (other than

Permitted Liens), any of its respective businesses or divisions or any leased real property or tangible property or other assets, rights,

securities or interests, except for (A) sales of inventory in the ordinary course of business and (B) non-exclusive licenses

of Intellectual Property granted by Seller or any of its Affiliates in the ordinary course of business;

(v)           announce,

implement or effect any reduction-in-force, lay-off, plant closing, furlough or other workforce action or program, in each case, that

would trigger the WARN Act;

(vi)          waive,

release, or amend the restrictive covenant obligations of any current or former Business Employee or independent contractor, officer

or director of the Business;

(vii)         hire,

engage, furlough or terminate (other than for cause) any Business Employees or independent contractors of the Business with annual compensation

in excess of $150,000;

(viii)        (A) modify,

extend, terminate or enter into any Collective Bargaining Agreement or (B) recognize or certify any labor union, labor organization,

works council, or group of employees as the bargaining representative for any Business Employees;

(ix)           as

it relates to the Business, increase in any material manner the compensation of any of its officers, employees or other individual service

providers receiving (before such increase) total compensation of $150,000 or more per annum;

(x)            (A) transfer

internally the employment of any Business Employee in a manner that would affect whether such individual is or is not a Business Employee

or (B) reassign or reallocate the duties or responsibilities of (1) any Business Employee such that such individual would not

be a Business Employee as of the Closing or (2) any employee of Seller or its Affiliates who is not a Business Employee, such that

such individual would be a Business Employee as of the Closing;

(xi)           other

than to the extent required under any Benefit Plan, (A) amend, modify, adopt, enter into or terminate any Benefit Plan or establish

any new arrangement that would (if it were in effect on the date hereof) constitute a Benefit Plan, (B) grant any bonus or any additional

rights to severance, retention, change in control or termination pay to any Business Service Provider (provided that the foregoing

shall not restrict Seller or any of its Affiliates from granting retention bonuses to Business Service Providers as contemplated by Section 6.2(c)),

(C) increase or accelerate (or announce or commit to increase or accelerate) the compensation or benefits payable, or to become

payable, to any Business Service Provider, or (D) take any action to accelerate the vesting or lapsing of restrictions or payment

of any compensation or benefit to any Business Service Provider, or fund or in any other way secure the payment of compensation or benefits

to any Business Service Provider under any Benefit Plan;

(xii)           incur

any Liability under Title IV of ERISA (whether or not assessed) or commence an obligation of Seller or any Subsidiary of Seller to contribute

to any Multiemployer Plan;

(xiii)         effect

or adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, combination or other reorganization or authorize any

action to wind up its respective affairs, liquidate or dissolve, or file a petition in bankruptcy (or consent to the filing of any bankruptcy

petition), or otherwise fail to maintain its respective corporate existence;

(xiv)          (A) negotiate

or enter into a new Contract that would constitute a Material Contract if it had been entered into prior to the date of this Agreement

or (B) accelerate, amend, assign, extend, modify, renew, cancel, terminate, or waive any rights under any Material Contract (or

Contract that would constitute a Material Contract if it had been entered into prior to the date of this Agreement), other than any automatic

renewal or expiration of the term pursuant to the terms of such Material Contract existing as of the date hereof;

(xv)          enter

into or perform any transaction or Contract that would be required to be listed in Section 4.19 of the Schedules;

(xvi)         amend

in any material respect or fail to otherwise maintain adequate insurance policies covering the Business;

(xvii)        other

than capital expenditures related to the purchase of rental patient equipment, (A) make any capital expenditures or commitments

for capital expenditures in excess of $1,000,000 individually, or $2,500,000 in the aggregate, or (B) cancel, delay or decrease

any capital expenditures reflected in such current budget;

(xviii)       make

any material change in its accounting methods, principles, classifications or practices or systems of internal accounting control currently

used, except as required by GAAP;

(xix)         write

up, write down or write off the book value of any material assets, except to the extent required by GAAP;

(xx)         (A) make

any material Tax election relating to the Assets that is inconsistent with past practice or change or revoke any material Tax election

relating to the Assets, in each case other than income, franchise, or similar Tax (“Income Tax”) elections, (B) enter

into any closing agreement or obtain any ruling with respect to any non-Income Taxes, (C) settle or compromise any Tax audit, claim,

notice or assessment, Action or other proceeding related to material non-Income Taxes, (D) file any amended material Tax Return

for non-Income Taxes, (E) prepare or file any material Tax Return for non-Income Taxes in a manner inconsistent with past practice,

(F) consent to any extension or waiver of the statute of limitations applicable to non-Income Taxes or any non-Income Tax audit,

claim, notice or assessment, (G) fail to pay any amount of material Taxes prior to such Taxes becoming delinquent or (H) take

or cause (or cause any other Person to take or cause) any action, in the case of each of (A) through (H), if such action would reasonably

be expected to materially increase Purchaser’s or any of its Affiliates’ Liability for Taxes with respect to the Assets or

the Assumed Liabilities in a Post-Closing Tax Period;

(xxi)         purchase

or acquire any securities of, or make any investment or capital contribution in, any Person, whether by merger, consolidation, acquisition

of securities or assets, contributions to capital or otherwise, or otherwise acquire, or acquire direct or indirect control over, any

Person, any real property or material assets of any Person or any division of any Person (other than pursuant to the express terms of

any Contract set forth in Section 4.17(a) of the Schedules) or enter into any Contract to make an acquisition, whether

by merger, consolidation, acquisition of securities or assets, contributions to capital or otherwise, of any business or line of business;

(xxii)        disclose

any material Trade Secrets included in the Business Intellectual Property that is not subject to a written confidentiality or non-disclosure

agreement or obligation;

(xxiii)       materially

downgrade the integrity or security of any Business IT Systems;

(xxiv)       materially

alter any Seller Privacy and Data Security Policies;

(xxv)       settle,

compromise, discharge, waive, release or assign any pending or threatened Action (including any insurance claim), if the amount payable

in connection therewith would exceed $250,000 in any individual instance or $1,000,000 in the aggregate or such settlement, compromise,

discharge, waiver, release or assignment would impose (A) any restrictions on the Business following the Closing, (B) any injunctive

or other nonmonetary relief or (C) any admission of wrongdoing by Seller or any of its Affiliates (or Agents thereof);

(xxvi)       cancel,

surrender, allow to expire or fail to renew, any Material Permits;

(xxvii)      take

any action that would directly or indirectly cause Seller or any of its Affiliates (or the Business following the Closing) to require

a new Medicare enrollment that would be subject to a CMS DMEPOS enrollment moratorium;

(xxviii)     cancel,

waive, compromise, amend, terminate or release any material debts, rights or claims, except (A) in the ordinary course of business

and (B) as required under this Agreement in connection with the consummation of the Transactions;

(xxix)

take any of the actions set forth in Section 6.2(b)-2 of the Schedules; or

(xxx)        agree,

commit, enter into any agreement, contract, commitment or arrangement to do, or adopt any resolutions approving or authorizing, or announce

an intention to do, any of the foregoing.

the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller

may grant retention bonuses to Business Service Providers in connection with the Transactions; provided that the aggregate amount

of all such retention bonuses granted pursuant to this Section 6.2(c) shall not exceed $1,000,000 (exclusive of the

employer portion of any payroll, social security, unemployment or similar Taxes imposed on such amounts). Seller shall provide Purchaser

with reasonable advance notice of any proposed retention bonus arrangement pursuant to this Section 6.2(c), including the

identity of the applicable Business Service Provider(s), the proposed amount(s) and the material terms thereof.

For the avoidance of doubt,

nothing contained herein shall permit Purchaser to control the operation of Seller and its Affiliates prior to the Closing, and Seller

and its Affiliates shall retain sole and independent control over the operation of the Business prior to the Closing, including all pricing,

customer, payor, supplier, employee and strategic decisions, subject to the express terms of this Agreement.

Section 6.3.         Reasonable

Best Efforts. Subject to the terms of this Agreement (including the limitations and qualifications set forth in Section 6.8

of this Agreement and Section 6.3 of the Schedules), each of the Parties will, and will cause their respective Agents to,

use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate

with the other Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as

reasonably practicable, the Transactions, including using reasonable best efforts to (a) make any required notices and obtain all

necessary actions or nonactions and Consents from third parties (including (i) under any Purchased Contracts and (ii) from

patients) as may be necessary or appropriate in connection with the foregoing, in each case as may be reasonably requested by the other

Party and (b) cause the conditions to the Closing to be satisfied and for the Closing to occur as promptly as reasonably practicable.

Each Party shall cooperate with, and do all things reasonably practicable to assist, the other Party and its Agents (A) in the prompt

preparation and filing of all required, proper or advisable filings to be made in connection with any Permits as soon as practicable

following the date hereof, and the Parties shall cooperate with, and do all things reasonably practicable to assist, each other in connection

with the making of all such filings and (B) in seeking to timely obtain any such Permits or to make any such filings. The Parties

shall keep each other reasonably apprised of the status of any communications with, and any inquiries or requests for additional information

from, any applicable Governmental Authority with respect to any Permits and related audits, inspections, reviews or investigations, and

shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection

with the filings made hereunder pursuant to any other applicable Laws.

Section 6.4.         Contracts.

(a)            Notwithstanding

anything contained in this Agreement to the contrary, if Seller’s or any of the Selling Subsidiaries’ right, title or interest

in, to or under any Purchased Contract (i) may not be sold, assigned, transferred, conveyed or delivered to Purchaser without the

Consent of any Person, which Consent has not been obtained or given, or (ii) is otherwise non-transferable, or if the transfer thereof

would be ineffective or would impair in any respect Purchaser’s right, title or interest in, to or under such Purchased Contract

so that Purchaser would not in effect acquire the benefit of all such rights or the use of such Purchased Contract, then this Agreement

shall not constitute a sale, assignment, transfer, conveyance or delivery thereof, and Purchaser shall not assume any Liabilities arising

therefrom, resulting therefrom or relating thereto, at the Closing (any such Purchased Contract that is not so sold, assigned, transferred,

conveyed or delivered at the Closing, a “Non-Assigned Contract”). From and after the date hereof, including (as applicable)

for six (6) months following the Closing Date, with respect to each Non-Assigned Contract (or Contract that would become a Non-Assigned

Contract upon the occurrence of the Closing), Seller shall, and shall cause the Selling Subsidiaries to, use its and their reasonable

best efforts to promptly obtain any Consents required for the sale, assignment, transfer, conveyance or delivery to Purchaser of such

Contracts, and shall take such additional actions as may be reasonably required to cure any non-transferability or impairment described

in the foregoing clause (ii), it being understood that, with respect to all such Contracts that are portions of Shared Contracts,

Seller will, and will cause the Selling Subsidiaries to, use its and their reasonable best efforts, at Seller’s sole cost and expense,

to assign, transfer and convey to Purchaser only such portion of each such Shared Contract that relates to the Business, if so assignable,

transferable or conveyable, or to obtain any Consents required to amend such Shared Contract or to establish a new Contract with Purchaser

with respect to the portion of such Shared Contract that relates to the Business, pursuant to which Purchaser will have access to the

rights and benefits of such portion of such Shared Contract. Unless otherwise agreed by Purchaser (in its sole discretion), such amendments

and new Contracts shall be on pricing terms no less favorable (individually or in the aggregate) to Purchaser than the terms applicable

to the Business under the associated Shared Contract, and shall otherwise be on terms and conditions substantially consistent with, and

no less favorable (in the aggregate) to Purchaser than, the terms and conditions applicable to the Business under the associated Shared

Contract. Upon Seller’s request, Purchaser shall use reasonable best efforts to cooperate and assist Seller and its Affiliates

in their efforts to obtain the Consents required pursuant to this Section 6.4(a). Notwithstanding anything in this Section 6.4

to the contrary, Seller and its Affiliates shall not be required to pay money to the counterparty to any Purchased Contract or any other

third party, commence any litigation against such counterparty or other third party or offer or grant any accommodation (financial or

otherwise) to such counterparty or other third party, other than payment of de minimis administrative charges and Seller’s

applicable portion of any one-time cost, fee or expense, in each case under this Section 6.4 to obtain such Consent.

(b)            Following

the Closing, upon obtaining such Consent or curing such non-transferability or impairment, as applicable, in respect of any Non-Assigned

Contract, so that such Non-Assigned Contract may be sold, assigned, transferred, conveyed and delivered to Purchaser without violation

of Section 6.4(a) (including, in the case of any Non-Assigned Contract that is a portion of a Shared Contract, by way

of amendment or a new Contract pursuant to the terms of Section 6.4(a)), then without any further action of the Parties (unless

so required by any third parties), such Non-Assigned Contract shall be sold, assigned, transferred, conveyed and delivered to Purchaser,

and Purchaser shall, effective as of the time of such sale, assignment, transfer, conveyance and delivery (the “Contract Transfer

Time”), purchase such Non-Assigned Contract from Seller and the Selling Subsidiaries, free and clear of all Liens (in each

case, including, in the case of any Non-Assigned Contract that is a portion of a Shared Contract, by way of amendment or a new Contract

pursuant to the terms of Section 6.4(a)), and (other than in the case of any such purchase effected by way of a new Contract),

Purchaser shall assume all Liabilities of Seller and the Selling Subsidiaries under such Non-Assigned Contract, solely to the extent

such Liabilities (i) arise after the Contract Transfer Time, (ii) do not arise out of, result from or relate to any breach

by Seller or any of its Affiliates of any such Non-Assigned Contract and (iii) do not arise out of, result from or relate to any

event, circumstance or condition occurring or existing prior to the Contract Transfer Time that, with or without due notice or lapse

of time or both, would constitute or result in a breach of any such Non-Assigned Contract (other than any Liabilities arising out of,

resulting from or relating to acts of Purchaser that are the express responsibility of Purchaser pursuant to the following sentence).

Pending the sale, assignment, transfer, conveyance and delivery to Purchaser of any Non-Assigned Contract following the Closing (including,

in the case of any Non-Assigned Contract that is a portion of a Shared Contract, by way of amendment or a new Contract pursuant to the

terms of Section 6.4(a)), as applicable, (A) Seller shall, and shall cause its Affiliates to, hold such Non-Assigned

Contract for the benefit of Purchaser, (B) Seller shall, and shall cause its Affiliates to, offer to Purchaser the exclusive right

to service such Non-Assigned Contract (with all payments thereunder that would otherwise have been due to Seller and its Affiliates to

be remitted to Purchaser) and, if Purchaser declines to exercise such right or any such arrangement is not permissible under the terms

of such Non-Assigned Contract, Seller shall, and shall cause its Affiliates to, operate such Non-Assigned Contract in a manner to place

Purchaser in a substantially similar position as if such Non-Assigned Contract had been sold, assigned, transferred, conveyed and delivered

to Purchaser (it being understood that Seller shall, and shall cause its Affiliates to, be required to perform or cause the performance

under such Non-Assigned Contract in a manner substantially consistent with such performance under such Non-Assigned Contract during the

twelve (12)-month period immediately prior to the Closing Date, or for such shorter period in the event such Non-Assigned Contract was

executed within twelve (12) months prior to the Closing Date), and shall cooperate with Purchaser in any other commercially reasonable

arrangement designed to effectuate the foregoing and (C) any corresponding Liabilities of Purchaser or Seller or any of their respective

Affiliates with respect to any such Non-Assigned Contract shall be the responsibility of Seller, unless Purchaser has exercised its right

to service such Non-Assigned Contract, in which case Purchaser shall assume such Liabilities pursuant to the terms of such Non-Assigned

Contract.

Section 6.5.         Public

Announcements. No press release or other public announcement related to this Agreement or the Transactions (including any press

release or other public announcement disclosing the transaction consideration (or any other amounts related thereto)) will be issued

or made, or will be permitted to be issued or made, by any Party or any of its Agents without the joint written approval of Purchaser

and Seller (in each case, not to be unreasonably withheld, conditioned or delayed), except (a) as required by applicable Law (including

the rules and regulations of the SEC and any applicable stock exchange) or as may be otherwise deemed advisable by a Party for such

Party or any of its Affiliates to comply with applicable securities Laws or its applicable stock exchange rules, in which case such Party

will use reasonable best efforts to provide the other Party a reasonable opportunity (it being understood that forty-eight (48) hours

shall in all cases be deemed reasonable) to review and comment on such press release or other public announcement in advance of such

publication (it being understood that the final form and content of any such press release or other public announcement, to the extent

required, shall be at the final discretion of the issuing Party) and (b) to the extent the contents of such press release or other

public announcement, including investor calls, investor meetings and other investor relations activities, have previously been released

publicly or are consistent in all material respects with materials or other communications that have previously been released (without

violation of this Section 6.5). In the event of a conflict between this Section 6.5 and Section 6.1(c),

the provisions of this Section 6.5 shall control.

Section 6.6.         Employee

Matters.

(a)            Transferred

Employees. No later than thirty (30) Business Days prior to the Closing Date, Seller shall provide Purchaser with an update to the

Business Employee Census and related information set forth in Section 4.14(d) of the Schedules to reflect new hires,

terminations or other personnel changes occurring between the date hereof and the Closing Date (the “Updated Census”)

made in accordance with and subject to Section 6.2(b). At least ten (10) Business Days prior to the Closing Date, Purchaser

shall, or shall cause one of its Subsidiaries to, make written offers of employment consistent with the requirements set forth in Section 6.6(b) below,

to each Offered Person who is not an Inactive Employee (each, an “Offer of Employment”). Each Offer of Employment

shall be effective as of the Closing Date and contingent upon the Closing. Purchaser shall cause one of its Subsidiaries to offer employment

to an Inactive Employee to the extent such employee is able to commence and presents themselves for active employment within a ninety

(90)-day period immediately following the Closing Date. Each Offered Person who accepts an Offer of Employment and commences employment

with Purchaser or a Subsidiary of Purchaser shall be referred to herein as a “Transferred Employee.” To the extent

an Inactive Employee commences active employment with Purchaser or a Subsidiary of Purchaser after the Closing Date, he or she will be

considered a Transferred Employee for applicable purposes of this Agreement as of such date. Seller shall, and shall cause its Affiliates

to, use commercially reasonable efforts to ensure that Offered Persons who are foreign nationals working in the United States in non-immigrant

visa status may continue to work in their current positions as Transferred Employees following the Closing Date, which efforts will include,

as applicable, amending current visa petitions to properly reflect any new employing entity or position prior to the Closing. With respect

to any Transferred Employee who is a foreign national working in the United States in non-immigrant visa status, Purchaser or one of

its Affiliates shall employ such Transferred Employee under terms and conditions such that Purchaser or its Affiliate (as applicable)

qualifies as a “successor employer” under applicable United States immigration Laws effective as of the Closing for immigration-related

purposes only, and neither Purchaser nor any of its Affiliates shall be deemed to have otherwise assumed any Liabilities (other than

with respect to the immigration-related Liabilities and responsibilities associated with the applicable visa petitions) or to be a successor

for any other purpose except to the extent otherwise set forth in this Agreement.

(b)            Continuation

Period.

(i)            Purchaser

shall, or shall cause one of its Affiliates to, provide to each Transferred Employee for a period of one (1) year following the

Closing Date, but not beyond the date on which a Transferred Employee’s employment with Purchaser and its Affiliates terminates,

(A) target compensation (including base salary or wages, management incentive plan, and long-term equity incentive plan) at least

equal to the target compensation (base salary or wages, incentive compensation, and equity compensation) provided to the Transferred

Employee immediately prior to the Closing, and (B) other employee benefits (excluding equity, equity-based, stock purchase, defined

benefit pension, allowances, severance, deferred compensation and post-employment or retiree health and welfare, long-term incentive,

retention, transaction and change in control benefits) that are, in the aggregate, substantially comparable to the other employee benefits

provided to the Transferred Employee immediately prior to the Closing.

(ii)            With

respect to any employee benefit plan, policy, program or arrangement of Purchaser or any of its Affiliates that is maintained for the

benefit of any Transferred Employee (excluding equity, equity-based, stock purchase, defined benefit pension, deferred compensation and

post-employment or retiree health and welfare, dental, vision, long-term incentive, retention, transaction, change in control or similar

plans, policies, programs or arrangements) (each, a “Purchaser Plan”), Purchaser shall, or shall cause one of its

Affiliates to, use reasonable best efforts to credit each Transferred Employee for service with Seller and its Affiliates (and their

respective predecessors) for purposes of eligibility and determination of level of benefits to the extent that such service was recognized

by Seller or any of its Affiliates for such Transferred Employees under the corresponding Benefit Plan as of immediately prior to the

Closing; provided, however, that such service shall not be credited to the extent that it would result in a duplication

of benefits.

(iii)            Without

limiting the provisions of Section 6.6(a) or Section 6.6(b)(i), with respect to each Purchaser Plan that

provides medical, prescription drug, life insurance or disability benefits in which a Transferred Employee participates, following the

Closing, Purchaser shall use commercially reasonable efforts to, or to cause one of its Affiliates to, (A) waive all pre-existing

condition, actively at work, waiting period and similar requirements that apply to such Transferred Employee (and his or her eligible

dependents) to the extent such Transferred Employee and his or her eligible dependents are covered under a Benefit Plan immediately prior

to the Closing Date, and such conditions, periods or requirements are satisfied or waived under such Benefit Plan and (B) honor

all expenses paid or incurred by such Transferred Employee and his or her eligible dependents under the corresponding Benefit Plan during

the portion of the plan year in which the Closing occurs, under such Purchaser Plan for purposes of satisfying applicable deductible,

co-insurance and maximum out-of-pocket expenses for the plan year in which the Closing occurs, to the extent permitted by the applicable

insurance plan provider, in each case, subject to receipt of all reasonably requested documentation regarding such expenses.

Plan Participation; M&A Qualified Beneficiaries. Effective as of the Closing Date or, with respect to Benefit Plans providing

health or welfare benefits, the end of the month in which the Closing Date occurs, the Transferred Employees shall no longer actively

participate in any Benefit Plan. Without limiting the foregoing, Seller shall, and shall cause its ERISA Affiliates to, be solely responsible

for any obligations with respect to Benefit Plans arising under the Consolidated Omnibus Budget Reconciliation Act of 1985 (or state

law equivalents) with respect to each Business Employee (and qualifying dependents thereof) who is an “M&A qualified beneficiary”

(as defined in Treasury Regulations Section 54.4980B-9) in connection with the Transactions.

(d)            Qualified

Retirement Plans. Seller shall, and shall cause its Affiliates to, take all actions necessary and appropriate (i) to cause all

Transferred Employees who participate in any Benefit Plans that are intended to be qualified under Section 401(a) of the Code

(such Benefit Plans, the “Qualified Plans”) to be fully vested in their account balances or accrued benefits under

the Qualified Plans as of the Closing Date and (ii) to, as of the Closing Date, make all employer contributions to such Qualified

Plans that would have been made on behalf of such Transferred Employees had the Transactions not occurred, regardless of any service

or end of year employment requirements, but prorated for the portion of the plan year that ends on the Closing Date.

(e)            Annual

Cash Bonuses and Other Incentives. With respect to the portion of the annual or other performance period applicable to any cash bonuses

or cash incentive compensation that occurs prior to the Closing Date and that applies to any Transferred Employee, provided that

(i) such Transferred Employee remains employed by Purchaser or one of its Affiliates through the end of the applicable performance

period and (ii) Purchaser provides to Seller a list of the Transferred Employees who continued employment with Purchaser or one

of its Affiliates through the end of the applicable performance period, within fifteen (15) days following the end of the applicable

performance period, Seller shall promptly (but not later than thirty (30) days after receipt of such list) pay to Purchaser a cash payment

equal to the portion of any such annual or other bonus or cash incentive compensation that would have been payable to each such Transferred

Employee had the Transferred Employee remained employed with Seller or one of its Affiliates through the end of the performance period

(assuming the Transferred Employee was required to remain employed until the end of the applicable performance period) as well as an

additional amount relating to the employer portion of employment Taxes required to be paid with respect to such cash payment, based on

actual performance achievement of the bonus or other cash incentive compensation through the applicable performance period and prorated

for the portion of the applicable performance period that the Transferred Employee was employed by Seller or one of its Affiliates prior

to the Closing Date. Purchaser shall (A) timely pay the applicable employment Taxes to the appropriate Governmental Authority and

(B) distribute each such annual or other bonus or cash incentive compensation amount to each such Transferred Employee through Purchaser’s

payroll cycle within two (2) full payroll periods (but in no event greater than thirty (30) days) following the date Seller’s

payment is received by Purchaser. Following the Closing Date, Purchaser shall provide bonus eligible Transferred Employees with the opportunity

to earn cash incentives, which cash incentive opportunities shall be no less favorable than such bonus eligibility provided to the Transferred

Employee immediately prior to the Closing, until such time as such Transferred Employee’s cash incentive opportunities are governed

by the cash incentive plans or programs maintained by Purchaser and its Affiliates.

(f)            Vacation

and Paid Time Off. No later than the Closing Date, and subject to applicable Law, Seller shall pay, or cause to be paid, to each

Transferred Employee the amount of accrued, but unused hours of vacation time, paid time off and other leave that each Transferred Employee

has accrued as of the Closing Date if required by applicable Law.

(g)            Communications.

Prior to the Closing Date, except as otherwise approved in advance and in writing by the other Party, no Party shall make any broad-based

written communications to Business Employees pertaining to the transfer of Offered Persons, any compensation or benefits matters or any

redundancy and layoff plans, in each case, that may affect Business Employees in connection with the Transactions.

(h)            Independent

Contractors. Seller shall use commercially reasonable efforts to make each Business Independent Contractor available to Purchaser

(or its designee) for the purpose of allowing Purchaser to interview each such independent contractor and determine the nature and extent

of each such Person’s continuation with Purchaser, if any. As of the Closing, Seller shall ensure each Business Independent Contractor

who enters into a new agreement with Purchaser (or its designee) (each such Business Independent Contractor, a “Transferred

Independent Contractor”) is released from any engagement with Seller, including any post-termination restrictions that would

prohibit or restrict such Person from performing such Person’s work for Purchaser or its Affiliates.

(i)            Treatment

of Seller Equity Awards. Effective as of immediately prior to the Closing, and contingent upon the occurrence of the Closing, Seller

shall cause each outstanding unvested equity and equity-based award granted by Seller or any of its Affiliates and held by a Transferred

Employee to (i) become fully vested (with any performance-based vesting conditions deemed achieved at target performance levels,

if applicable) and (ii) be canceled and settled in cash on the Closing Date through Seller’s payroll, net of applicable withholding

Taxes. All Liabilities arising in respect of such awards (including the employer portion of any related payroll Taxes) shall constitute

Excluded Liabilities and, to the extent paid or payable in connection with the Transactions, Seller Expenses.

(j)            No

Third-Party Beneficiaries. Nothing contained in this Section 6.6 or elsewhere in this Agreement, express or implied,

is intended to confer upon any Person not a Party (including any Business Employee or any beneficiary thereof) any right to employment

or continued employment for any period of time by reason of this Agreement, any right to a particular term or condition of employment

or any right to any specific compensation or benefits. Notwithstanding any other provision of this Agreement, nothing contained in this

Section 6.6 shall (i) be deemed to constitute the establishment or adoption of, termination of, or an amendment or modification

to, any Benefit Plan, Purchaser Plan or other employee benefit or compensation plan, agreement, program, policy, Contract or arrangement,

(ii) limit the right of Seller, Purchaser or any of their respective Affiliates to establish, adopt, amend, modify or terminate

any Benefit Plan, Purchaser Plan or other employee benefit or compensation plan, agreement, program, policy, Contract or arrangement

or (iii) give any Transferred Employee (or dependent or beneficiary thereof) or any other Person who is not a Party any third-party

beneficiary right or right to enforce the provisions of this Section 6.6.

Section 6.7.         Tax

Matters.

(a)            Purchaser

and Seller shall, and shall cause their Affiliates to, reasonably cooperate with each other, as and to the extent reasonably requested

by either Party in connection with determining any Tax Liability, preparation and filing of Tax Returns and any Tax audit, examination

or other proceeding related to Taxes of the Business, the Assets or the Assumed Liabilities; provided, however, that none

of Purchaser, Seller, or any of their Affiliates shall be required to disclose the contents of their Tax Returns to the other Party or

any of its Affiliates or any other Person. Such cooperation shall include the retention and (upon the other Party’s request) the

provision of records and information which are reasonably relevant to any such Tax matter and making employees, advisors and other representatives

available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(b)            The

Party (or its Affiliates) required by applicable Law to file Tax Returns with respect to Property Taxes assessed or imposed on the Business

or any of the Assets shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) any such Tax Return that is

required to be filed on or after the Closing Date. If one Party (or any of its Affiliates) remits to the appropriate Tax Authority (or

lessor) payment for Property Taxes that are allocated to the other Party pursuant to Section 6.7(d), such other Party shall

(without duplication for any such Property Taxes already economically borne by such non-remitting Party as a result of being taken into

account in the calculation of the finally determined Net Working Capital) promptly reimburse the remitting Party for its share of such

Property Taxes following such non-remitting Party’s receipt of written notice from the remitting Party of such remittance to the

appropriate Tax Authority (or lessor) with reasonable supporting documentation showing such remittance and the calculation of such Party’s

share of such Property Taxes as determined pursuant to Section 6.7(d).

and Purchaser shall each bear fifty percent (50%) of any Transfer Taxes. The Party (or its Affiliate) required by applicable Law to file

any Tax Returns with respect to any Transfer Taxes shall file, or cause its Affiliate required by applicable Law to file, all Tax Returns

with respect to such Transfer Taxes and the other Party shall, and shall cause its Affiliates to, reasonably cooperate with such Party

in the filing of any Tax Returns with respect to the Transfer Taxes. Each Party shall, and shall cause its Affiliates to, use commercially

reasonable efforts to mitigate, reduce, or eliminate any Transfer Taxes.

(d)            For

purposes of this Agreement, including the calculation of Net Working Capital, (i) Seller shall be liable for any real property,

personal property, ad valorem or similar Taxes (“Property Taxes”) assessed or imposed on the Business or any of the

Assets (including any Property Taxes payable under leases with respect to leased property that are included in the Assets) for any Pre-Closing

Tax Period, (ii) Purchaser shall be liable for any Property Taxes assessed or imposed on the Business or any of the Assets (including

any Property Taxes payable under leases with respect to leased property that are included in the Assets) for any Post-Closing Tax Period

and (iii) in the case of any Straddle Period, (A) the amount of any Taxes (other than Property Taxes) relating to the Business,

the Assets or the Assumed Liabilities for any Pre-Closing Tax Period shall be determined based on an interim closing of the books as

of the Measurement Time, and (B) the liability for any Property Taxes assessed or imposed on the Business or any of the Assets (including

any Property Taxes payable under leases with respect to leased property that are included in the Assets) shall be prorated on a daily

basis between Seller and Purchaser as of the day prior to the Closing Date, (1) with Seller being liable for the amount of such

Property Taxes equal to the product of the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction

the numerator of which is the number of days in the Straddle Period ending on and including the day prior to the Closing Date and the

denominator of which is the number of days in such Straddle Period, and (2) with Purchaser being liable for the remainder of such

Property Taxes.

(e)            Purchaser

and Seller shall, and shall cause their respective Affiliates to, (i) consistently treat the transactions described in Article II

for Income Tax purposes (A) as a fully taxable disposition of the Assets in exchange for the Purchase Price (and any other amounts,

to the extent properly taken into account under the Code, including the Assumed Liabilities), and (B) with respect to any Assumed

Liabilities attributable to deferred revenue, as an assumption of a contingent liability by Purchaser comprising an amount treated for

U.S. federal Income Tax purposes as additional consideration for the Assets and as not giving rise to taxable income of Purchaser or

its Affiliates under James M. Pierce Corp., 326 F.2d 67 (8th Cir. 1964) and similar authorities, (ii) prepare and file all applicable

Tax Returns on a basis consistent with this Section 6.7, and (iii) not take any position inconsistent with this Section 6.7

in any applicable Tax Return, in any audit or proceedings related to Income Taxes before any Tax Authority or in any report made for

Income Tax purposes, unless required by a determination within the meaning of Section 1313 of the Code (or any similar or analogous

provision of state, local or non-U.S. Tax Law).

(f)            Seller

shall not, and shall not permit any of its Affiliates to, take any action outside the ordinary course of business during the portion

of the Closing Date preceding the Closing that is not otherwise expressly required or expressly contemplated by this Agreement and would

reasonably be expected to have the effect of increasing a Tax liability of Purchaser, Purchaser’s Affiliates, or the Business.

(g)            Notwithstanding

anything in this Agreement to the contrary, this Section 6.7 shall survive the Closing Date until ninety (90) days after

the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the relevant

Tax matter.

Section 6.8.         Competition

Laws.

(a)            Subject

to the terms and conditions provided herein, each of Purchaser and Seller shall (i) as promptly as practicable, but in no event

later than ten (10) Business Days after the date hereof unless agreed to otherwise by the Parties, take all actions necessary to

file or cause to be filed the Notification and Report Forms required pursuant to the HSR Act, (ii) use reasonable best efforts to

take all actions necessary to obtain HSR Clearance and any other Consents required from any Competition Authority and (iii) use

reasonable best efforts to promptly comply with any formal or informal written request for additional information or documentary material

received by it or any of its Affiliates from any Competition Authority. Purchaser shall be responsible for payment of all filing fees

required under the HSR Act and any other filing fees imposed by any Competition Authority in connection with the Transactions.

(b)            Each

of Purchaser and Seller shall (i) reasonably cooperate with the other Party and its Affiliates in connection with any filing with

or submission to any Competition Authority or otherwise under Competition Laws regarding the Transactions, (ii) promptly notify

each other of any substantive written communication made to or received by Purchaser or Seller or any of their Affiliates, as the case

may be, from any Competition Authority regarding the Transactions, (iii) subject to applicable Law, permit each other to review

in advance any proposed substantive written communication to any such Competition Authority proposed to be submitted by Purchaser or

Seller or any of their Affiliates and incorporate reasonable comments thereto, (iv) not agree (or permit any of such Party’s

Affiliates to agree) to participate in any substantive meeting or discussion with any such Competition Authority in respect of any filing,

investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with

the other Party in advance and, to the extent permitted by such Competition Authority, gives the other Party the opportunity to attend

(provided that, in the event one Party is prohibited by applicable Law or the Competition Authority from participating in any

such substantive meeting or discussion, the attending Party shall keep the other Party or its counsel reasonably apprised with respect

thereto) and (v) furnish each other with copies of all substantive correspondence, filings and written communications between such

Party and its Agents, on the one hand, and any such Competition Authority or its respective staff, on the other hand, in each case, with

respect to this Agreement and the Transactions; provided, however, that the Parties shall not be required to share filings

made under the HSR Act (or comparable filings made under any U.S. state Competition Laws); provided, further, that any

Party may, as it deems advisable and necessary, reasonably designate material provided to the other Party pursuant to this Section 6.8

as “Outside Counsel Only” material, or may redact material before being provided to the other Party (A) to remove references

concerning the valuation of the Business, (B) as necessary to comply with Law or contractual arrangements, (C) as necessary

to avoid disclosure of other competitively sensitive information (so long as also provided on an “Outside Counsel Only” basis),

and (D) to address reasonable privilege or work-product protection concerns.

anything in this Agreement to the contrary, Purchaser’s obligations hereunder shall not include, or be construed to include, directly

or indirectly, in whole or in part, Purchaser and its Affiliates (i) proposing, negotiating, permitting, agreeing or committing

to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, discontinuation, limitation on

or other disposition or holding separate of, before, on or after the Closing Date, any assets, properties, products, entities, rights,

interests, services or businesses of Purchaser or any of its Affiliates or Seller or any of its Subsidiaries, nor taking or agreeing

to take such other actions (including any behavioral remedy, conduct restriction or other restriction, condition, limitation, commitment

or requirement), in each case, as may be requested or required by the DOJ, FTC or any other Governmental Authority in order to obtain

clearance or otherwise permit the consummation of the Transactions, or (ii) contesting, defending or appealing, including by initiating

or prosecuting any administrative or judicial proceeding, any threatened or pending Action by or Order of any Competition Authority or

any other Person respecting the Transactions. Seller shall not, and shall cause its Affiliates not to, enter into any agreement with

any Competition Authority with respect to the Transactions without the prior written consent of Purchaser, such consent not to be unreasonably

withheld, conditioned or delayed; provided that Purchaser shall not, and shall cause its Affiliates not to, enter into any agreement

with any Competition Authority with respect to the Transactions without the prior written consent of Seller, such consent not to be unreasonably

withheld, conditioned or delayed. Purchaser shall have the right to devise, control and direct the strategy and timing for, and make

all material decisions relating to (and shall take the lead in all applicable meetings and communications with any Governmental Authority

relating to), compliance with and filings under the HSR Act (and comparable filings made under any U.S. state Competition Laws), including

any decision to “pull and refile” any filings made pursuant to the HSR Act and any decision relating to defending and resolving

any Action by any Competition Authority or other Person (other than a Party or its Affiliates); provided that (A) Purchaser

shall consult with Seller in advance and in good faith consider Seller’s views with respect to all material decisions relating

to the regulatory clearance process, including any decision to “pull and refile” or to propose, accept or reject any remedy,

(B) Purchaser shall not, without the prior written consent of Seller, “pull and refile” any filing made pursuant to

the HSR Act, and (C) Purchaser shall not, without the prior written consent of Seller, extend any statutory deadline, review or

waiting period under the HSR Act or any other Competition Laws or enter into any timing agreement with the FTC or DOJ.

Section 6.9.         Exclusivity.

During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its

terms, Seller shall not, and shall cause its Agents not to, directly or indirectly, (a) solicit, initiate, seek, facilitate or encourage

the initiation of any Acquisition Proposal, (b) participate in any discussions, correspondence or negotiations with any Person (other

than Purchaser and its Agents) regarding, or furnish or provide to any such Person any information concerning or in connection with,

any Acquisition Proposal, (c) provide any information or documentation with respect to the Business to any Person (other than Purchaser

and its Agents) relating to or in furtherance of an Acquisition Proposal or (d) approve, recommend or enter into any letter of intent,

agreement, memorandum of understanding, term sheet or other arrangement or understanding with any Person (other than Purchaser and its

Agents) relating to, or consummate, an Acquisition Proposal, or, in the case of each of the foregoing clauses (a) through (c),

authorize or permit the same. Upon the execution of this Agreement, Seller shall, and shall cause its Agents to, (i) immediately

cease and terminate any current contacts, discussions, correspondence or negotiations with any Person (other than Purchaser and its Agents)

concerning any Acquisition Proposal and (ii) promptly terminate all access to any data room or diligence materials with respect

to any Person (other than Purchaser and its Agents). Seller shall promptly notify Purchaser in writing if it or any of its Agents receives

any approach, inquiry, contact or communication relating to any Acquisition Proposal.

Section 6.10.         Certain

Intellectual Property Matters.

(a)            Within

ninety (90) days following the Closing, to the extent applicable and permitted under applicable Law, Purchaser shall use commercially

reasonable efforts to remove the Seller Marks from all products, packaging, signage, vehicles, properties, technical information, stationery,

promotional or other marketing materials, websites, digital assets and other Assets bearing or displaying the Seller Marks. During such

ninety (90)-day period, Purchaser and its Affiliates, and their respective contractors, distributors, resellers and other service providers

engaged in connection with the operation of the Business (“Permitted Sublicensees”), will have a limited right to

utilize the Seller Marks following the Closing solely in the manner of such use and solely for the administration of the Business as

conducted in the twelve (12) months prior to the Closing Date, consistent with past practices, and in accordance with the terms and conditions

herein (“Licensed Use”). Seller hereby grants Purchaser and its Affiliates a non-exclusive, non-transferable (except

to an Affiliate or any successor or acquiror in connection with the sale, transfer, merger, reorganization or other disposition of all

or substantially all of the Business or any material portion thereof), sublicensable (solely to Permitted Sublicensees), royalty-free

license, during the ninety (90) days following the Closing, to use the Seller Marks solely for the Licensed Use. Purchaser shall comply

with Seller’s written trademark usage guidelines provided to Purchaser, as such guidelines may be reasonably updated from time

to time solely to protect the Seller Marks. Any such updates shall apply prospectively, shall be consistent with past practices of the

Business in all material respects, shall not materially increase Purchaser’s costs or burden and shall become effective within

a commercially reasonable period after Purchaser’s receipt thereof. Notwithstanding the foregoing, none of Purchaser or its Affiliates

shall be deemed to be in breach of this Section 6.10(a) if, at any time following the Closing Date, Purchaser or such

Affiliate (i) uses any Seller Marks solely in a nominative, non-stylized manner in textual sentences referencing the historical

relationship between the Business and Seller and its Affiliates, which references are factually accurate, not misleading, and do not

imply any current affiliation with, or sponsorship or endorsement by, Seller or any of its Affiliates, (ii) retains copies of any

books, records or other materials that, as of the Closing Date, contain or display any Seller Marks and such copies are used solely for

internal or archival purposes (and are not publicly displayed, distributed externally or used in commerce), or (iii) uses the Seller

Marks solely to the extent specifically required under applicable Law, including references to the Seller Marks in historical, tax, regulatory

and similar non-public records.

(b)            Purchaser’s

and its Affiliates’ rights to use Intellectual Property (other than Trademarks) owned by Seller or its Affiliates and used in the

Business shall be as set forth in the IP License Agreement.

the Closing, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cease transacting business under

or otherwise using for any purpose the names and marks set forth in Section 6.10(c) of the Schedules and any names or

marks confusingly similar thereto (including the stylized presentations thereof) (collectively, the “Purchased Marks”)

and to withdraw or terminate their authority to transact business under such Purchased Marks as promptly as practicable (and in any event

within ten (10) days) after the Closing Date, including by filing an amendment to the Governing Documents of any of Seller’s

Affiliates to remove any reference to any Purchased Marks and to make similar filings with respect to qualifications to do business,

d/b/a’s and other similar filings. Notwithstanding the foregoing, none of Seller or its Affiliates shall be deemed to be in breach

of this Section 6.10(c) if, at any time following the Closing Date, Seller or such Affiliate (i) continues to use

the Purchased Marks during the foregoing transition period to the extent reasonably necessary to wind down the operations of Seller and

its Affiliates, including the sale or other disposition of existing inventory, packaging, signage, stationery and marketing materials

bearing the Purchased Marks, (ii) uses any Purchased Marks solely in a nominative, non-stylized manner in textual sentences referencing

the historical relationship between Seller (or its Affiliates) and the Business, which references are factually accurate, not misleading

and do not imply any current affiliation with, or sponsorship or endorsement by, the Business or Purchaser or any of its Affiliates,

(iii) retains copies of any books, records or other materials that, as of the Closing Date, contain or display any Purchased Marks

and such copies are used solely for internal or archival purposes (and are not publicly displayed, distributed externally or used in

commerce) or (iv) uses the Purchased Marks solely to the extent specifically required under applicable Law, including references

to the Purchased Marks in historical, tax, regulatory and similar non-public records.

Section 6.11.         Insurance.

(a)            From

and after the Closing, the Business shall cease to be insured by Seller’s or its Affiliates’ insurance policies or by any

of their self-insured programs, and, except as provided in Section 6.11(b), neither Purchaser nor its Affiliates shall have

any access, right, title or interest to or in any such insurance policies (including to any rights to make claims and receive insurance

proceeds) to cover the Business. Prior to, at or after the Closing, Seller or its Affiliates may amend any insurance policies in the

manner they deem appropriate to give effect to this Section 6.11(a). From and after the Closing, Purchaser shall be responsible

for securing all insurance it considers appropriate for the Business, without prejudice to any rights pursuant to this Agreement or any