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AdaptHealth Securities Settlement

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WELCOME TO THE ADAPTHEALTH SECURITIES SETTLEMENT WEBSITE

This website has been established to provide general information related to the
proposed settlement of the case known as Delaware County Employees Retirement
System, et al. v. AdaptHealth Corp. f/k/a DFB Healthcare Acquisitions Corp. et
al. (the “Action”), No. 2:21-cv-03382-HB, pending before the United States
District Court for the Eastern District of Pennsylvania (the "Court"). The
capitalized terms used on this website, and not otherwise defined, shall have
the same meanings ascribed to them in the Stipulation and Agreement of
Settlement dated February 26, 2024 (the "Stipulation"), which can be found and
downloaded by clicking on the Case Documents tab above. Your rights may be
affected by the Settlement if, between November 8, 2019 and July 16, 2021,
inclusive (the “Settlement Class Period”), you purchased or otherwise acquired
AdaptHealth Corp. (“AdaptHealth” or the “Company”) common stock or call options
on AdaptHealth common stock or sold put options on AdaptHealth common stock
(“AdapthHealth Securities”).

The entities that lead the Action, Bucks County Employees’ Retirement System and
Delaware County Employees Retirement System, are referred to as the “Lead
Plaintiffs.” The entities and individuals, AdaptHealth, Luke McGee, Stephen P.
Griggs, Jason Clemens, Frank J. Mullen, Richard Barasch, Joshua Parnes, Alan
Quasha, Terence Connors, Dr. Susan Weaver, Dale Wolf, Bradley Coppens, and David
S. Williams III, that are being sued are collectively referred to as the
“Defendants.”

The law firm of Robbins Geller Rudman & Dowd LLP (“Lead Counsel”) represent the
Settlement Class Members. Settlement Class Members will not be charged for these
lawyers. They will be paid from the Settlement Fund to the extent the Court
approves their application for fees and expenses.


WHAT IS THE ACTION ABOUT?

Lead Plaintiffs’ Consolidated Complaint for Violations of the Federal Securities
Laws (the “Consolidated Complaint”), filed on November 22, 2021, alleged that
(i) defendant AdaptHealth, in addition to McGee, Griggs, and Clemens (the
“Officer Defendants”), violated Section 10(b) of the Securities Exchange Act of
1934 (the “Exchange Act”); (ii) the Officer Defendants violated Section 20(a) of
the Exchange Act; (iii) Defendants violated Section 11 of the Securities Act of
1933 (the “Securities Act”); (iv) defendant AdaptHealth violated Section
12(a)(2) of the Securities Act; and (v) the Officer Defendants and Mullen,
Barasch, Parnes, Quasha, Connors, Weaver, Wolf, Coppens, and Williams III
violated Section 15 of the Securities Act. More specifically, Lead Plaintiffs
alleged that throughout the putative class period (between November 8, 2019 and
July 16, 2021, inclusive), Defendants made numerous materially false and
misleading statements and omissions regarding the methodology used to calculated
the Company’s organic growth and defendant McGee’s involvement in an alleged
foreign tax fraud arising from certain past private activity, which caused the
price of the Company’s common stock to trade at artificially inflated prices,
until the market learned of the false and misleading nature of the statements
and omissions, and the Company’s stock price declined on April 13, 2021 and July
19, 2021.

On January 20, 2022, Defendants moved to dismiss the Consolidated Complaint,
arguing that the Consolidated Complaint failed to allege a material false or
misleading statement or omission, failed to plead facts supporting scienter, and
failed to allege loss causation. On March 21, 2022, Lead Plaintiffs filed their
opposition to the motion to dismiss and opposed Defendants’ request for judicial
notice of certain exhibits attached to their motion to dismiss. Defendants filed
their reply brief on April 15, 2022. On May 26, 2022, Lead Plaintiffs filed a
Notice of Recent Authority relating to a decision from the Second Circuit Court
of Appeals relevant to Lead Plaintiffs’ opposition to Defendants’ pending motion
to dismiss. On June 1, 2022, Defendants filed a Response to Lead Plaintiffs’
Notice of Recent Authority that mentioned that the Second Circuit case was
distinguishable from the case at hand.

On June 9, 2022, the Court denied Defendants’ motion to dismiss. The Court held
that the allegations in the Consolidated Complaint adequately pled a claim under
Sections 10(b) and 20(a) of the Exchange Act and Sections 11, 12(a)(2) and 15 of
the Securities Act for purposes of Rule 12(b)(6) of the Federal Rules of Civil
Procedure. Defendants answered the Consolidated Complaint on August 5, 2022.
Defendants expressly denied, and continue to deny, any and all allegations of
fault, liability, wrongdoing, or damages whatsoever, including that they engaged
in any conduct that constituted violations of Sections 10(b) and 20(a) of the
Exchange Act or Sections 11, 12(a)(2) and 15 of the Securities Act and deny that
Lead Plaintiffs have asserted any valid claims as to any of them.

Thereafter, the Settling Parties continued to vigorously litigate the Action. On
July 15, 2022, the Court, after a conference with counsel, ordered the Settling
Parties to proceed with class certification discovery and set deadlines for both
class certification discovery and briefing of any class certification motion.
With respect to merits discovery, the Court authorized such discovery to proceed
but prohibited any merits-related depositions and declined to set any deadlines
with respect to merits discovery. The Settling Parties thereafter engaged in
extensive discovery of class certification issues, including (a) document
productions by Lead Plaintiffs and Lead Plaintiffs’ investment manager, (b)
responses to written interrogatories by Lead Plaintiffs, (c) depositions of Lead
Plaintiffs and Lead Plaintiffs’ investment manager, and (d) expert discovery,
with Lead Plaintiffs and Defendants submitting a total of eight expert reports
from seven experts, and six of the Settling Parties’ experts being deposed.

Defendants also produced documents and responded to written interrogatories on
merits issues. In response to discovery requests, the AdaptHealth Defendants
produced approximately 6,000 documents, totaling more than 35,000 pages,
defendant McGee produced approximately 700 documents, totaling over 3,000 pages,
and numerous third parties collectively produced approximately 53,000 documents,
totaling more than 427,000 pages.

In addition, on November 21, 2022, Lead Plaintiffs filed a motion to compel
defendant McGee to produce documents regarding the tax scheme allegations
pursuant to Lead Plaintiffs’ requests for production. On December 7, 2022, the
Court granted Lead Plaintiffs’ motion and ordered that the documents be produced
by December 30, 2022.

On March 13 and 28, 2023, Lead Plaintiffs filed motions to compel AdaptHealth
and certain other Defendants to comply with the Court’s scheduling orders and
respond to Lead Plaintiffs’ interrogatories. After holding a conference with
counsel, the Court denied those motions without prejudice on April 11, 2023,
subject to further meet and confers between Lead Plaintiffs and Defendants.

On July 28, 2022, Lead Plaintiffs filed their motion for class certification.
Defendants filed a seventy-five page opposition to class certification on March
30, 2023, supported by five expert reports. Lead Plaintiffs thereafter filed a
fifty-page reply brief on May 22, 2023, supported by two expert reports. Lead
Plaintiffs’ motion for class certification was pending at the time the Settling
Parties reached their agreement-in-principle to engage in private mediation to
settle the Action.

At that time, the Settling Parties engaged a nationally recognized neutral
mediator and participated in settlement discussions on multiple occasions, which
included the exchange of mediation briefs, responses, and exhibits. On February
14, 2024, the Settling Parties reached an agreement-in-principle to resolve the
Action.


WHAT DOES THE SETTLEMENT PROVIDE?

The Settlement provides that, in exchange for the release of the Released Claims
(defined in the Stipulation) and dismissal of the Action, Defendants have agreed
to pay (or cause to be paid) $51 million in cash and AdaptHealth has agreed to
contribute to the Settlement one (1) million shares of freely-tradable
AdaptHealth common stock to be distributed after taxes, tax expenses, notice and
claims administration expenses, and approved fees and expenses, pro rata, to
Settlement Class Members who send in a valid Proof of Claim pursuant to the
Court-approved Plan of Allocation.


ADDITIONAL INFORMATION

Although the information in this website is intended to assist you, it does not
replace the information contained in the Notice of Pendency and Proposed
Settlement of Class Action (the “Notice”) and Stipulation, both of which can be
found and downloaded by clicking on the Case Documents tab above. We recommend
that you read the Notice and other relevant case documents carefully.


YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A PROOF OF CLAIM FORM The only way to be eligible to receive a payment
from the Settlement. Proofs of Claim must be postmarked or submitted online on
or before July 15, 2024. EXCLUDE YOURSELF Get no payment. This is the only
option that potentially allows you to ever be part of any other lawsuit against
the Defendants or any other Released Defendant Parties about the legal claims
being resolved by this Settlement. Should you elect to exclude yourself from the
Settlement Class you should understand that Defendants and the other Released
Defendant Parties will have the right to assert any and all defenses they may
have to any claims that you may seek to assert, including, without limitation,
the defense that any such claims are untimely under applicable statutes of
limitations and statutes of repose. Exclusions must be postmarked on or before
May 29, 2024. OBJECT Write to the Court about why you do not like the
Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and
expenses. You will still be a Settlement Class Member. Objections must be
received by the Court and counsel on or before May 29, 2024. If you submit a
written objection, you may (but do not have to) attend the hearing. GO TO THE
HEARING ON JUNE 20, 2024 Ask to speak in Court about the fairness of the
Settlement. Requests to speak must be received by the Court and counsel on or
before May 29, 2024. DO NOTHING Receive no payment. You will, however, still be
a Settlement Class Member, which means that you give up your right to ever be
part of any other lawsuit against the Defendants or any other Released Defendant
Parties about the legal claims being resolved by this Settlement and you will be
bound by any judgments or orders entered by the Court in the Action.





IMPORTANT DATES AND DEADLINES

Submit Proof of Claim Form: July 15, 2024 File Objection: May 29, 2024 Request
Exclusion: May 29, 2024 Final Approval Hearing: June 20, 2024, at 1:30 p.m.

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