Form 8-K PROVIDENCE SERVICE CORP For: Sep 28

Article Stock Quotes (1)

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September 29, 2020 6:41 AM EDT

E-mail

Exhibit 2.1

Execution Version

Stock Purchase Agreement

by and among

OEP AM, Inc.
(a Delaware corporation),

Socrates, LLC
(a Delaware limited liability company),

The Providence Service Corporation

(a Delaware corporation),

and

OEP AM Holdings, LLC
(a Delaware limited liability company)

September 28, 2020

Table of Contents

Page

Article I DEFINITIONS		1
1.01	Definitions	1
1.02	Other Definitional Provisions	12

Article II PURCHASE AND SALE OF THE SHARES		14
2.01	Purchase and Sale of the Shares	14
2.02	The Closing	14
2.03	The Closing Transactions	14
2.04	Closing Cash Proceeds Adjustment	15
2.05	Withholding	17

Article III CONDITIONS TO CLOSING		18
3.01	Conditions to the Purchaser's Obligation	18
3.02	Conditions to the Company's and the Seller's Obligations	19
3.03	Conditions to All Parties' Obligations	19
3.04	Frustration of Closing Conditions	19

Article IV REPRESENTATIONS AND WARRANTIES OF THE SELLER		19
4.01	Organization and Power	19
4.02	Authority, Validity and Effect	20
4.03	Title to Shares	20
4.04	No Violation	20
4.05	Governmental Bodies; Consents	20
4.06	Litigation	20
4.07	Brokerage	20

Article V REPRESENTATIONS AND WARRANTIES OF THE COMPANY		21
5.01	Organization and Corporate Power	21
5.02	Subsidiaries	21
5.03	Authorization; No Breach	21
5.04	Capitalization	22
5.05	Financial Statements	23
5.06	Absence of Undisclosed Liabilities	23
5.07	No Material Adverse Change; Absence of Certain Developments	23
5.08	Title to Properties	24
5.09	Tax Matters	25
5.10	Contracts and Commitments	25
5.11	Intellectual Property	26
5.12	Litigation	28
5.13	Governmental Consents	28
5.14	Employee Benefit Plans	28
5.15	Insurance	30
5.16	Environmental Matters	30
5.17	Affiliated Transactions	31
5.18	Brokerage	31
5.19	Permits; Compliance with Laws	31
5.20	Healthcare Matters	31
5.21	Absence of Certain Commercial Practices; Anti-Corruption	34

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Table of Contents

Page

5.22	Employees	35
5.23	Suppliers	35
5.24	Payors	36
5.25	Accounts Receivable	36

Article VI REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER		36
6.01	Organization and Corporate Power	36
6.02	Authorization	36
6.03	No Violation	37
6.04	Governmental Bodies; Consents	37
6.05	Litigation	37
6.06	Brokerage	37
6.07	Investment Representation	37
6.08	Financing	38
6.09	Sufficiency of Funds	38
6.10	Solvency	38

Article VII COVENANTS OF THE COMPANY		38
7.01	Conduct of the Business	38
7.02	Access to Books and Records	41
7.03	Section 280G.	42
7.04	Exclusive Dealing	43
7.05	Financing Cooperation.	43
7.06	Confidentiality	46
7.07	Seller Release	46
7.08	Termination of Related Party Agreements	47
7.09	Consents	47
7.10	Resignation Letter	47

Article VIII COVENANTS OF THE PURCHASER		48
8.01	Access to Books and Records	48
8.02	Director, Manager and Officer Liability and Indemnification	48
8.03	Contact with Business Relations	49
8.04	Continuing Confidentiality	49
8.05	Payments to Certain Individuals	49
8.06	Access and Investigation	50
8.07	Financing.	50

Article IX TERMINATION		52
9.01	Termination	52
9.02	Effect of Termination	53
9.03	Reverse Termination Fee; Limitation on Liability	53

Article X ADDITIONAL AGREEMENTS AND COVENANTS		54
10.01	Acknowledgement by the Purchaser	54
10.02	Further Assurances	55
10.03	Governmental Consents.	55

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Table of Contents

Page

Article XI SURVIVAL; INDEMNIFICATION		56
11.01	Survival	56
11.02	Indemnification of the Purchaser Indemnified Parties.	57
11.03	Grants	57
11.04	Indemnification Escrow Release	57
11.05	Exclusive Remedy	58

Article XII TAX MATTERS		58
12.01	Transfer Taxes	58
12.02	Cooperation on Tax Matters	58
12.03	Sections 336 and 338 of the Code	58
12.04	No Intermediary Transaction Tax Shelter	58

Article XIII MISCELLANEOUS		59
13.01	Press Releases and Communications	59
13.02	Expenses	59
13.03	Notices	59
13.04	Assignment	60
13.05	Severability	61
13.06	Construction	61
13.07	Amendment and Waiver	61
13.08	Complete Agreement	61
13.09	Third Party Beneficiaries	61
13.10	Counterparts	62
13.11	GOVERNING LAW; CHOICE OF LAW	62
13.12	Submission to Jurisdiction	62
13.13	WAIVER OF JURY TRIAL	63
13.14	Legal Representation	63
13.15	Non-Recourse Parties	64
13.16	Deliveries to the Purchaser	65
13.17	Conflict between Transaction Documents	65
13.18	Specific Performance	65
13.19	Relationship of the Parties	66
13.20	Guarantee	66

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SCHEDULES

Affiliated Transactions Schedule

Authorization Schedule

Brokerage Schedule

Capitalization Schedule

Compliance with Laws Schedule

Contracts Schedule

Covenants Exceptions Schedule

Developments Schedule

Employee Benefits Schedule

Employees Schedule

Environmental Matters Schedule

Financial Statements Schedule

Governmental Consents Schedule

Governmental Consents Condition Schedule

Healthcare Matters Schedule

Indebtedness Schedule

Insurance Schedule

Intellectual Property Schedule

International Trade Compliance Schedule

Leased Real Property Schedule

Litigation Schedule

Owned Real Property Schedule

Payor Schedule

Permits Schedule

Permitted Liens Schedule

Purchase Price Allocation Schedule

Subsidiary Schedule

Suppliers Schedule

Taxes Schedule

Undisclosed Liabilities Schedule

Working Capital Schedule

EXHIBITS

Exhibit A	-	Form of Escrow Agreement
Exhibit B	-	Rules of Engagement for Valuation Firm
Exhibit C	-	Form of Company Closing Certificate
Exhibit D	-	Form of Purchaser Closing Certificate
Exhibit E	-	Form of Non-U.S. Real Property Holding Corporation Status

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 28, 2020, is made by and among (i) OEP AM, Inc., a Delaware corporation (the "Company"), (ii) Socrates, LLC, a Delaware limited liability company (the "Purchaser"), (iii) the Providence Service Corporation, a Delaware corporation ("Parent") and (iv) OEP AM Holdings, LLC, a Delaware limited liability company (the "Seller"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

WHEREAS, the Seller owns all of the issued and outstanding capital stock of the Company (the "Shares"); and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, all of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I

DEFINITIONS

1.01 Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:

"Accounting Principles" means GAAP as consistently applied by the Company and its Subsidiaries using the same accounting principles, practices, procedures, policies and methods in the preparation of the Audited Financial Statements; provided, that in the event of any conflict between GAAP and the application of such accounting principles, practices, procedures, policies and methods, GAAP shall control, except to the extent deviations from GAAP are specifically set forth in the rules and sample calculation set forth on the Working Capital Schedule.

"Action" means any claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Body, or any other arbitration, mediation or similar proceeding.

"Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

"Agreement" is defined in the Preamble.

"Anticorruption Laws" is defined in Section 5.21(a).

"Audited Financial Statements" is defined in Section 5.05.

"Authorization Letters" is defined in Section 7.05(a)(vi).

"Authorized Representative" is defined in Section 7.02.

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"Business Day" means any day other than a Saturday, Sunday, or a day on which all banking institutions of New York, New York are authorized or obligated by Law or executive order to close.

"Capital Lease Obligation" means any obligation (including accrued interest) of the Company or its Subsidiaries under a lease agreement that is required to be capitalized pursuant to GAAP. Capital Lease Obligations shall include any breakage costs, prepayment penalties or fees or other similar amounts payable in connection with any capitalized leases that are repaid at the Closing.

"Cash" means, as of a given time, an amount equal to the aggregate amount of all cash, cash equivalents and marketable securities of the Company or any of its Subsidiaries, in each case calculated in accordance with the Accounting Principles, but excluding all outstanding security or similar deposits or other restricted cash, and net of (1) the aggregate amount of any Grants actually received by the Company or its Subsidiaries after the date hereof and (2) the amount of any checks written (but not yet cashed) by the Company or any of its Subsidiaries (other than, for the avoidance of doubt, any stale checks included in Indebtedness).

"Closing" is defined in Section 2.02.

"Closing Cash Proceeds" means (i) the Enterprise Value, plus (ii) the Designated Amount, minus (iii) the amount of Indebtedness outstanding as of the Measurement Time, plus (iv) the amount of Cash as of the Measurement Time, minus (v) the amount (if any) by which Closing Working Capital is less than Target Working Capital, minus (vi) all Transaction Expenses, minus (vii) the Purchase Price Adjustment Escrow Amount, minus (viii) the Indemnification Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Transaction Expenses or Working Capital shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder. For the avoidance of doubt, if the Closing Working Capital is greater than the Target Working Capital, then Closing Working Capital shall be deemed to equal the Target Working Capital for purposes of calculating Closing Cash Proceeds.

"Closing Date" is defined in Section 2.02.

"Closing Statement" is defined in Section 2.04(b).

"Closing Working Capital" means Working Capital as of the Measurement Time.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" is defined in the Preamble.

"Company Counsel" is defined in Section 13.14.

"Company Documents" is defined in Section 5.03(a).

"Company Intellectual Property" is defined in Section 5.11(b).

"Company Owned Intellectual Property" means all Intellectual Property owned by the Company or any of its Subsidiaries, including all Registered Intellectual Property.

"Covered Employees" is defined in Section 5.22(a).

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"COVID-19" means SARS-CoV-2 or COVID-19, and any evolutions thereof or related outbreaks.

"COVID-19 Measures" means any quarantine, "shelter in place," "stay at home," workforce reduction, social distancing, shut down, closure, sequester or any other Laws, orders, directives, guidelines or recommendations by any Governmental Body in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES) (the "CARES Act").

"D&O Tail Policies" is defined in Section 8.02(a).

"Debt Payoff Letter" as defined in Section 3.01(h).

"Delaware Law" means the Delaware General Corporation Law.

"Designated Amount" means $3,500,000.

"Disclosure Schedules" means the schedules accompanying Article IV and Article V.

"Electronic Delivery" is defined in Section 13.10.

"Enterprise Value" means five hundred and seventy-five million dollars ($575,000,000).

"Environmental Laws" means all Laws in effect on or prior to the Closing Date concerning pollution, protection of the environment, occupational safety and health, or exposure to Hazardous Substances, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any hazardous materials, substances or wastes or petroleum.

"Equity Interests" is defined in Section 5.04(b).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Escrow Agent" means Citibank, N.A., or its successor, in its capacity as such pursuant to the Escrow Agreement.

"Escrow Agreement" means an escrow agreement in the form of Exhibit A.

"Estimated Closing Cash Proceeds" is defined in Section 2.04(a).

"Financial Statements" is defined in Section 5.05.

"Financing Source Parties" means, collectively, the Financing Sources, their Affiliates and such Persons’ and their Affiliates’ respective current, former and future directors, officers, general or limited partners, shareholders, members, managers, controlling persons, employees, representatives and agents, and the respective successors and assigns of each of the foregoing.

"Financing Sources" means the entities that have committed to provide or to cause to provide, or otherwise entered into agreements in connection with, the Financing or other financings in connection with the transactions contemplated hereby, including the parties to the Financing Commitments and any related commitments to purchase the Financing or any part thereof from such entities, and to any joinder agreements, credit agreements, purchase agreements or indentures (including the definitive agreements executed in connection with the Financing Commitments (and the related fee letters) or any such related commitments) relating thereto.

- 3 -

"Fraud" means, with respect to a Person, the knowing and intentional fraud of such Person in such Person's making of a representation or warranty contained in this Agreement or contained in any certificate delivered by such Person at Closing pursuant to this Agreement, with the actual knowledge of such Person that such representation or warranty was false when made (as opposed to the making of a representation or warranty (affirmatively or by omissions) negligently, recklessly or without actual knowledge of its truthfulness) and which was made with the intent of such Person of deceiving and inducing the party hereto to whom such representation and warranty was made to enter into or consummate the transactions contemplated by this Agreement and upon which such party hereto reasonably and justifiably relied (subject, for the avoidance of doubt, to Sections 8.06 and 10.01) to its detriment.

"Fundamental Representations" means the representations and warranties set forth in the first sentence of Section 4.01, Section 4.02, Section 4.03, Section 4.07, Section 5.01, Section 5.03(a), Section 5.04 and Section 5.18.

"GAAP" means United States generally accepted accounting principles.

"Governing Documents" means, with respect to any Person (other than an individual), (i) the certificate or articles of incorporation, formation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of any such Person and (ii) all bylaws, voting agreements, stockholder agreements, investor rights agreements and similar documents, instruments or agreements relating, in each case, to the organization or governance of such Person, or the transfer of securities of such Person, in each case, as amended, restated, supplemented or otherwise modified.

"Governmental Body" means any federal, state, provincial, local, municipal, or other government, or governmental agency, department, bureau, office, commission, authority or regulatory body of competent jurisdiction.

"Governmental Health Program" means any federal health program as defined in 42 U.S.C. § 1320a-7b(f), including but not limited to Medicare, Medicaid, TRICARE, CHAMPVA, and state health programs (as defined therein).

“Grant” means any grant actually received by the Company from any Governmental Body under the CARES Act or similar Law.

"Hazardous Substances" means any material, substance, waste or other matter defined by or regulated under Environmental Laws as hazardous, toxic, a contaminant or a pollutant or regulated by any Governmental Body due to its hazardous or deleterious properties or characteristics, including but not limited to petroleum and petroleum byproduct and distillates, asbestos and asbestos-containing materials, urea formaldehyde, polychlorinated biphenyls, radioactive substances, and per- and polyfluoroalkyl substances.

"Healthcare Laws" means all applicable healthcare Laws of any Governmental Body, or Governmental Health Program relating to the healthcare industry and applicable to the business of the Company, including but not limited to Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395lll (the Medicare statute), Title XIX of the Social Security Act, 42 U.S.C. §§ 1396-1396w-5 (the Medicaid statute), the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the federal Physician Self-Referral Law (42 U.S.C. 1395nn), the Anti-Kickback Act of 1986, (41 U.S.C. §§ 51-580), the Federal False Claims Act, (31 U.S.C. §§ 3729-3733), the Federal Civil Monetary Penalties Law, (42 U.S.C. § 1320a-7a), the federal Exclusion Laws, (42 U.S.C. § 1320a-7), all applicable implementing regulations, any similar state or local Laws pertaining to the foregoing, and all other healthcare Laws applicable to the business of the Company and relating to the provision, administration, management and/or payment for healthcare or healthcare-related items, services, or facilities, participation in and the receipt of payment from Governmental Health Program and Payors, the corporate practice of medicine, institutional and professional licensure, prescription drug and controlled substance sale, use, distribution, dispensing, marketing and security, refunds and overpayments, unprofessional conduct or fee-splitting, kickbacks, rebates, inducements, referrals, and billing and submission of false or fraudulent claims.

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"HIPAA" means the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), the implementing regulations at 45 C.F.R. Parts 160-164, each as may be amended from time to time.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Income Tax Return" means any Tax Return with respect to Income Taxes.

"Income Taxes" means the United States federal income Tax and any United States state or local or non-U.S. net income Tax or any franchise or business profits Tax incurred in lieu of a Tax on net income.

"Indebtedness" means, without duplication, as of any particular time: (i) the amount of all indebtedness for borrowed money of the Company and its Subsidiaries (including any unpaid principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitments and other fees, reimbursements, indemnities and all other amounts payable in connection therewith); (ii) liabilities of the Company and its Subsidiaries evidenced by bonds, debentures, notes, or other similar instruments or debt securities (including any surety, performance, or similar bonds or letters of credit (in each case, solely to the extent drawn)) and any unpaid principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitments and other fees, reimbursements, indemnities and all other amounts payable in connection with any of the foregoing; (iii) liabilities of the Company and its Subsidiaries in respect of the deferred purchase price of property or services other than trade payables incurred in the ordinary course of business; (iv) all liabilities of the Company and its Subsidiaries arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates; (v) any deferred purchase price liabilities or other outstanding monetary liabilities of the Company or its Subsidiaries related to past acquisitions, net of any indemnification payments that have been finally determined to be due and owing to the Company or its Subsidiaries; (vi) unpaid sponsor, management, monitoring, transaction or similar fees, indemnities and expenses payable to OEP Capital Advisors, L.P. or its Affiliates for which the Company or its Subsidiaries are liable, including pursuant to the Management Agreement; (vii) any "success fees", retention, change of control or similar bonuses, in each case, outstanding or payable to employees or former employees of the Company or any of its Subsidiaries at or in connection with the Closing arising solely from or otherwise triggered solely by the Closing of the transactions contemplated hereby (excluding any bonuses or other consideration payable to any employee due to actions or decisions made by the Purchaser at or after the Closing and including, with regard to this clause (vii), the employer portion of any associated payroll or withholding Taxes; (viii) all liabilities payable or owed to any current or former employee, officer or director of the Company or its Subsidiaries for any severance or deferred compensation and any liability in respect of accrued but unpaid bonuses or commissions for any prior fiscal year and for the period commencing on the first day of the current fiscal year and ending on the Closing Date, and any employment Taxes payable by the Company or any of its Subsidiaries with respect to the foregoing; (ix) any Capital Lease Obligations; (x) any union obligation balance liabilities of the Company or its Subsidiaries for accrued salary, wages or other compensation in connection with retroactive wage adjustments, and any employment Taxes payable by the Company or any of its Subsidiaries with respect to the foregoing, in each case, as of the Closing, net of: (A) $975,000 of deferrals obligations as a result of COVID-19; and (B) the normalized adjusted union obligation of $2,732,399; (xi) any outstanding accounts payable of the Company or its Subsidiaries that are more than 90 days past the applicable due date; (xii) all liabilities of the Company or its Subsidiaries under securitization or receivables factoring arrangements or transactions; (xiii) the amount of any loan or financial assistance (other than any Grant) or deferred payments, liabilities or obligations of the Company or its Subsidiaries provided by or permitted by any Governmental Body or labor union as a result of COVID-19; (xiv) the amount of any payroll Taxes of the Company or its Subsidiaries deferred pursuant to the CARES Act or the amount of any union obligations deferred as a result of COVID-19; (xv) any stale checks of the Company and its Subsidiaries (in each case determined in accordance with GAAP, and including any stale checks characterized as “unclaimed property” on the Company’s balance sheet); (xvi) all obligations of the type referred to in clauses (i) through (xv) of other Persons for the payment of which the Company or any of its Subsidiaries is responsible or liable, as obligor, guarantor, surety or otherwise, including any guarantees of such obligations (including in connection with any customer contracts, proposals or otherwise and including, in each case, any interest accrued and unpaid interest, related expenses, prepayment penalties, commitment and other fees, reimbursements, indemnities and all other amounts payable in connection therewith); and (xvii) all Unpaid Pre-Closing Income Taxes; provided, that "Indebtedness" shall not include any such liabilities or obligations between the Company and any of its Subsidiaries or between any Subsidiary of the Company and another Subsidiary of the Company; provided, further, that any payroll or employment Taxes included in Indebtedness shall not include social security Taxes payable with respect to the recipients of such payments who are employees of the Company or its Subsidiaries whose total compensation that would be payable to them by the Company or such Subsidiary during the calendar year in which the Closing occurs (assuming all such recipients remained employed by the Company or such Subsidiary for the entire year) is anticipated to be in excess of the social security wage base for the calendar year in which the Closing occurs).

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"Indemnification Escrow Account" is defined in Section 2.03(d).

"Indemnification Escrow Amount" means $7,300,000.

"Indemnification Escrow Funds" means the amount of cash held from time to time by the Escrow Agent in the Indemnification Escrow Account pursuant to the Escrow Agreement.

"Insurance Policies" is defined in Section 5.15.

"Intellectual Property" means all intellectual property and proprietary rights in any jurisdiction throughout the world, including: (i) patents, patent applications and patent disclosures; (ii) trademarks, service marks, trade dress, corporate names, logos and slogans and Internet domain names, together with all goodwill associated with each of the foregoing (collectively "Trademarks"); (iii) copyrights and all works of authorship (whether or not copyrightable); (iv) registrations and applications for any of the foregoing; (v) trade secrets, proprietary information, know-how and technologies, and inventions and all improvements thereto; and (vi) intellectual property rights in computer software (including source code, executable code, data and databases).

"IRS" means the United States Internal Revenue Service.

"IT Systems" means all electronic data processing, information, record keeping, communications, telecommunications, account management, inventory management and other computer systems (including data, databases and hardware) and related content used to process, store, maintain and operate data, information and functions used in connection with the operation of the Company's and its Subsidiaries' businesses and owned or controlled by the Company.

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"K&E LLP" is defined in Section 13.14.

"knowledge" means, with respect to the Company, the actual knowledge, after reasonable due inquiry, of David P. Middleton, James J. Caruso, Evan Kaplan and Seth Shapiro.

"Latest Balance Sheet" is defined in Section 5.05.

"Law" means any law, statute, code, rule, regulation, common law, ordinance, judgment, order, decree, or other pronouncement having the effect of law of any Governmental Body.

"Lease" is defined in Section 5.08(b).

"Leased Real Property" is defined in Section 5.08(b).

"Liens" means liens, security interests, charges, encumbrances, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal or similar restriction (including any restriction on transfer), as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership.

"Losses" is defined in Section 11.02.

"Management Agreement" means that certain letter agreement, dated as of February 9, 2016, by and between AM Intermediate Holdco, Inc. and OEP Capital Advisors, L.P.

"Material Adverse Change" means any event, change, circumstance, occurrence, effect, result or state of facts that, individually or in the aggregate, has or would reasonably be expected to (A) prevent, materially impair or materially delay the ability of the Seller or the Company to consummate any of the transactions contemplated by this Agreement or the Company Documents or (B) be materially adverse to the condition (financial or otherwise), assets, properties business or results of operations of the Company and its Subsidiaries, taken as a whole, but shall exclude (with respect to the foregoing clause (B) only) any event, change, circumstance, occurrence, effect, result or state of facts to the extent attributable to: (i) any change in any Law initially proposed after the date hereof; (ii) any change in interest rates, credit markets, currency exchange rates or general economic conditions (including changes in the price of gas, oil or other natural resources or chemicals); (iii) any change that is generally applicable to the industries in which the Company or any of its Subsidiaries operates; (iv) the entry into this Agreement or the announcement of the transactions contemplated by this Agreement and the other agreements referenced herein (but, for the avoidance of doubt, not the consummation of the transactions); (v) any action taken by or at the written request of the Purchaser or any of its Affiliates; (vi) any national or international political event or occurrence, including acts of war or terrorism; (vii) any natural or manmade disasters, hurricanes, floods, tornados, tsunamis, earthquakes or other acts of God; (viii) any epidemic, pandemic or disease outbreak (including COVID-19), or any Law issued after the date hereof by a Governmental Body, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, "sheltering-in-place," curfews or other restrictions that arise directly out of, an epidemic, pandemic or disease outbreak (including COVID-19); (ix) any political or social conditions, civil unrest, protests, public demonstrations occurring after the date hereof and the response of any Governmental Body thereto or any escalation or worsening thereof; or (x) any failure by the Company or any Subsidiary thereof to meet any projections, forecasts or estimates of revenue or earnings (it being understood that this clause (x) shall not prevent a determination that any event, change, circumstance, occurrence, effect, result or state of facts underlying such failure to meet projections, forecasts or estimates has resulted in a Material Adverse Change (to the extent the effect(s) of such event, change, circumstance, occurrence, effect, result or state of facts is not otherwise excluded from this definition of Material Adverse Change)); except to the extent that, in the case of the foregoing clauses (i), (ii), (iii), , (vi), (vii), (viii) and (ix) of this clause (B), such event, change, circumstance, occurrence, effect, result or state of facts disproportionately affects the Company and its Subsidiaries as compared to other Persons or businesses that operate in the industry and in the markets in which the Company and its Subsidiaries operate.

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"Material Permit" is defined in Section 5.19.

"Measurement Time" means immediately prior to the Closing.

"Non-Disclosure Agreement" is defined in Section 8.04.

"Non-Recourse Party" means, with respect to a party, any of such party's former, current and future equityholders, controlling Persons, directors, officers, employees, advisors, agents, representatives, Affiliates, members, managers, general or limited partners, or assignees (or any former, current or future equityholder, controlling Person, director, officer, employee, advisor, agent, representative, Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing).

"Objection Notice" is defined in Section 2.04(e).

"Off-the-Shelf Software Licenses" is defined in Section 5.10(a)(x)(A).

"Outside Date" is defined in Section 9.01(c).

"Parent" is defined in the Preamble.

"Parent Credit Facility" means the Amended and Restated Credit and Guaranty Agreement, dated as of August 2, 2013, among Parent, as the borrower, certain domestic subsidiaries of the Parent as Guarantors, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, as amended, modified and supplemented from time to time including, for the avoidance of doubt, the Parent Credit Facility Amendment, if any.

"Parent Credit Facility Amendment" means an amendment, modification or consent under the Parent Credit Facility, by and among Parent, as borrower, the lenders party to the Parent Credit Facility constituting "Required Lenders" thereunder and Bank of America, N.A., as Administrative Agent thereunder in order to permit the transactions contemplated by this Agreement.

"Payoff Indebtedness" is defined in Section 2.03(b).

"Payor" means any Governmental Health Program, commercial payors administering Governmental Health Programs (e.g., Medicare Advantage), and all other healthcare service plans, health maintenance organizations, health insurers and other private and commercial payors.

"Pension Plans" is defined in Section 5.14(a).

"Permit" means any approvals, authorizations, consents, licenses, permits, registrations, qualifications, waivers, concessions, exemptions or certificates of a Governmental Body, including all Medicare and Medicaid provider or supplier numbers, certificates of need or public convenience, and similar licenses and certifications legally required to be held by the Company and issued by any Governmental Body with appropriate jurisdiction over such matters applicable to the business of the Company.

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"Permitted Liens" means (i) Liens securing liabilities which are reflected or reserved against in the Latest Balance Sheet to the extent so reflected or reserved; (ii) statutory Liens for current Taxes not yet delinquent or which are being contested; (iii) landlord's, mechanic's, materialmen's, and other similar statutory Liens arising or incurred in the ordinary course of business for amounts not yet due and payable or which are being contested in good faith if reserves with respect thereto are maintained on the Company's and its Subsidiaries' books in accordance with GAAP; (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements; (v) Liens set forth on the Permitted Liens Schedule; (vi) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Body which are not violated by the current use or occupancy of such real property or the operation of the business or any violation of which would not individually or in the aggregate, materially impair the continued use or occupancy of such real property or the operation of the business of the Company and its Subsidiaries as presently conducted; and (vii) easements, rights, covenants, conditions and restrictions of record not interfering materially with the ordinary conduct of the business of the Company and its Subsidiaries or detracting materially from the use, occupancy or marketability of title of the assets subject thereto, (viii) Liens arising in the ordinary course of business (including customer return rights, warranty claims, rebates, refunds and other discounts to customers) and not incurred in connection with the borrowing of money, (ix) Liens that will be terminated in connection with or prior to the Closing and (x) licenses of Intellectual Property.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Body.

"Personal Information" means any information that identifies a specific natural person, including: (a) a natural person's first and last name, in combination with a (i) social security number or tax identification number, or (ii) credit card number, bank account information and other financial account information, or financial customer or account numbers, account access codes and passwords and (b) any information pertaining to an individual that is regulated or protected by one or more applicable Laws.

"Plans" is defined in Section 5.14(a).

"Pre-Closing Covenants" is defined in Section 11.01.

"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period through the end of the Closing Date.

"Privacy Agreements" is defined in Section 5.20(c).

"Privacy Consents" is defined in Section 5.20(c).

"Privacy Laws" means all applicable Laws concerning the privacy, protection, storage, access, use, disclosure and/or security of Personal Information or other individually identifiable information including, without limitation, the Information Blocking Rules, state data breach notification Laws, state health information protection Laws, state social security number protection Laws, the Federal Trade Commission Act, the Gramm-Leach-Bliley Act, and state consumer protection Laws.

"Privileged Materials" is defined in Section 13.14.

"Privileges" is defined in Section 13.14.

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"Purchase Price Adjustment Escrow Account" is defined in Section 2.03(e).

"Purchase Price Adjustment Escrow Amount" means $3,750,000.

"Purchase Price Adjustment Escrow Funds" means the amount of cash held from time to time by the Escrow Agent in the Purchase Price Adjustment Escrow Account pursuant to the Escrow Agreement.

"Purchaser" is defined in the Preamble.

"Purchaser Adjustment Amount" is defined in Section 2.04(h)(i).

"Purchaser Documents" is defined in Section 6.01.

"Purchaser Indemnified Parties" is defined in Section 11.02.

"Purchaser Payments" is defined in Section 7.03(b).

"R&W Insurance Policy" means that certain representation and warranty insurance policy issued by AXA XL Insurance (together with the related excess policies issued by Liberty Surplus Insurance Corporation and National Fire & Marine Insurance Company),with respect to the representations and warranties of the Company under this Agreement purchased by the Purchaser in connection with this Agreement, as amended from time to time.

"Registered Intellectual Property" is defined in Section 5.11(a).

"Related Party" with respect to any specified Person, means: (i) any Affiliate of such specified Person, or any director, executive officer, general or limited partner or managing member of such Affiliate; (ii) any Person who serves or since July 1, 2017, has served as a director, executive officer, partner, member or in a similar capacity of such specified Person; (iii) any immediate family member of a Person described in clause (ii); or (iv) any other Person who holds, individually or together with any Affiliate of such other Person and any member(s) of such Person’s immediate family, more than five percent (5%) of the outstanding equity or ownership interests of such specified Person.

"Representatives" means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, advisors, bankers and other representatives of such Person.

"Schedule" means a schedule of the Disclosure Schedules.

"Section 280G Payments" is defined in Section 7.03(a).

"Securities Act" is defined in Section 7.05(a)(iii).

"Seller" is defined in the Preamble.

"Seller Adjustment Amount" is defined in Section 2.04(h)(ii).

"Straddle Period" means a taxable period beginning on or before the Closing Date and ending after the Closing Date.

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"Subsidiary" means, with respect to any Person, any corporation of which a majority of the total voting power of shares of 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 such Person or one (1) or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one (1) or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity.

"Target Working Capital" means $50,363,173.

"Tax" means any United States, federal, state, local or non-U.S. income, gross receipts, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, stamp, excise, occupation, sales, use, transfer, alternative minimum, escheat, unclaimed property, estimated or other similar tax, including any interest, penalty or addition thereto.

"Tax Proceeding" means any proceeding, judicial or administrative, involving Taxes or any audit, examination, deficiency asserted or assessment made by the IRS or any other taxing authority.

"Tax Returns" means any return, claims for refund, report, information return or other document (including schedules) filed or required to be filed with any Governmental Body in connection with the determination, assessment or collection of any Tax.

"Third-Party Transaction" is defined in Section 7.04.

"Transaction Expenses" means, without duplication of any amount included in Indebtedness or Working Capital, to the extent not paid prior to the Closing, the amount of all fees, costs and expenses incurred by or on behalf of the Company or its Subsidiaries or any Person that the Company or its Subsidiaries pays or reimburses or is otherwise legally obligated to pay or reimburse (including any such fees and expenses incurred by or on behalf of the Seller any equity holder of a Seller) in connection with this Agreement, including: (i) all fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and any other experts in connection with the transactions contemplated hereby (including all brokers', finders' or similar fees in connection with the transactions contemplated hereby); (ii) any fees or expenses associated with obtaining any consents or waivers from third parties in connection with the transactions contemplated hereby or satisfying any closing deliverables of the Seller or the Company, including obtaining the release and termination of any Liens; (iii) the amount of any change of control, retention, or similar bonus that becomes payable to any director, officer, employee or individual independent contractor of the Company or its Subsidiaries upon or by reason of, the consummation of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any "double trigger" or similar severance payments or benefits provided under any employment agreements, service agreements, or similar agreements that become payable as a result of actions taken by the Purchaser on or following the Closing); (iv) the employer portion of any payroll or employment Taxes associated with any payments made pursuant to clause (iii); provided, that such Taxes shall not include social security Taxes payable with respect to the recipients of such payments who are employees of the Company or its Subsidiaries whose total compensation that would be payable to them by the Company or such Subsidiary during the calendar year in which the Closing occurs (assuming all such recipients remained employed by the Company or such Subsidiary for the entire year) is anticipated to be in excess of the social security wage base for the calendar year in which the Closing occurs; (v) 50% of any costs and expenses incurred in respect of the D&O Tail Policy; (vi) 50% of any Transfer Taxes; and (vii) the amount of any termination fee that becomes payable by the Company or its Subsidiaries pursuant to any franchise agreement of the Company or its Subsidiaries as a result of the Closing. Notwithstanding the foregoing, "Transaction Expenses" will exclude all costs, fees and expenses and payment obligations to the extent included in Indebtedness or the Closing Working Capital.

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"Transfer Taxes" is defined in Section 12.01.

"Unpaid Pre-Closing Income Taxes" means the amount, which may not be less than zero, of accrued but unpaid Income Taxes of the Company and its Subsidiaries for Pre-Closing Tax Periods as of the Closing Date and for which the Company and its Subsidiaries have not filed an original Tax Return for such Pre-Closing Tax Period, determined, (a) for purposes of Income Taxes for the period ending on the Closing Date, by taking into account the transactions contemplated by this Agreement, (b) by excluding any liabilities for accruals or reserves established, or required to be established, under GAAP methodologies for contingent Taxes or with respect to uncertain Tax positions, (c) by excluding any Income Taxes attributable to (i) any financing or refinancing arrangements entered into at any time by or at the direction of Purchaser or any of its Affiliates in connection with the transactions contemplated hereby or (ii) any action taken by Purchaser or any of its Affiliates (including the Company and its Subsidiaries) on the Closing Date after the Closing outside the ordinary course of business unless otherwise contemplated by this Agreement, (d) in accordance with past practices (including reporting positions, jurisdictions, elections and Tax accounting methods) of the Company and its Subsidiaries in preparing their Tax Returns except to the extent otherwise required by applicable Law, (e) by excluding any deferred Tax assets and liabilities and (f) by taking into account any applicable estimated Income Tax payments or overpayments made on or prior to the Closing Date.

"Valuation Firm" is defined in Section 2.04(e).

"Waived Benefits" is defined in Section 7.03(a).

"WARN" means the Worker Adjustment and Retraining Notification Act, as amended.

"Welfare Plans" is defined in Section 5.14(a).

"Working Capital" means (i) the sum of only those specific line items designated as "current assets" on the Working Capital Schedule, minus (ii) the sum of only those specific line items designated as "current liabilities" on the Working Capital Schedule, in each case, for the Company and its Subsidiaries on a consolidated basis calculated in accordance with the Accounting Principles and subject to the specific adjustments set forth on the Working Capital Schedule. For the avoidance of doubt, Working Capital shall exclude any and all Cash, Indebtedness, Transaction Expenses, Income Taxes and any deferred Tax assets and deferred Tax liabilities. The Working Capital Schedule sets forth an illustrative example of the calculation of Working Capital (including any such specific adjustments thereto for purposes of calculating Working Capital), as of 11:59 p.m. Eastern Time on July 31, 2020. Such calculation is included for reference purposes only, and notwithstanding anything to the contrary, neither the Company nor any other Person makes any representation or warranty in respect thereof.

1.02 Other Definitional Provisions.

(a) Accounting Terms. Accounting terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

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(b) "Hereof," etc. The terms "hereof," "herein" and "hereunder" and terms of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement.

(c) Successor Laws. Any reference to any particular Code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified.

(d) "Including," etc. The term "including," "includes" and terms of similar import have the inclusive meaning frequently identified with the phrase "but not limited to" or "without limitation".

(e) Singular and Plural Forms. Unless the context otherwise clearly indicates, each defined term used in this Agreement shall have a comparable meaning when used in its plural or in its singular form.

(f) "Or". The word "or" is not exclusive.

(g) "To the extent". The phrase "to the extent" means the degree by which, and not "if."

(h) Internal References. References herein to a specific article, section, subsection, clause, recital, schedule or exhibit shall refer, respectively, to articles, sections, subsections, clauses, recitals, schedules or exhibits of this Agreement, unless otherwise specified.

(i) Gender. References herein to any gender shall include each other gender.

(j) Heirs, Executors, etc. References herein to any Person shall include such Person's heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02(j) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement.

(k) Capacity. References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity.

(l) Time Period. With respect to the determination of any period of time, the word "from" or "since" means "from and including" or "since and including," as applicable, and the words "to" and "until" each means "to but excluding".

(m) Contract. References herein to any contract mean such contract as amended, supplemented or modified (including any waiver thereto).

(n) Calendar Days. References to any period of days shall be deemed to be the relevant number of calendar days, unless otherwise specified.

(o) Business Day. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

(p) "Dollar," etc. The terms "dollars" or "$" mean dollars in the lawful currency of the United States of America and all payments made pursuant to this Agreement shall be in United States dollars.

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Article II

PURCHASE AND SALE OF THE SHARES

2.01 Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to the Purchaser, all of the Shares, free and clear of all Liens other than Liens arising under applicable securities Laws and the Company's Governing Documents.

2.02 The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at 9:00 a.m. Eastern Time on the third Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Article III (other than those to be satisfied at the Closing, but subject to the full satisfaction or due waiver of those conditions at Closing) or on such other date as is mutually agreed in writing by the Purchaser and the Company; provided, that the Closing shall not occur earlier than the date that is ninety (90) days following the date hereof without the prior written consent of Purchaser. The date of the Closing is referred to herein as the "Closing Date".

2.03 The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions at the Closing:

(a) the Purchaser shall deliver, or cause to be delivered, to the Seller, an amount equal to the Estimated Closing Cash Proceeds, by wire transfer of immediately available funds to the account(s) designated by the Seller;

(b) the Purchaser shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness identified on the Indebtedness Schedule (the "Payoff Indebtedness") by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness pursuant to and in accordance with the Debt Payoff Letters;

(c) the Purchaser shall pay, or cause to be paid, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof; provided that all compensatory payments to the Company's or its Subsidiaries' employees shall be made through payroll on the first payroll date following the Closing;

(d) the Purchaser shall deliver the Purchase Price Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the "Purchase Price Adjustment Escrow Account") established pursuant to the terms of the Escrow Agreement;

(e) the Purchaser shall deliver the Indemnification Escrow Amount to the Escrow Agent for deposit into an escrow account (the "Indemnification Escrow Account") established pursuant to the terms of the Escrow Agreement; and

(f) the parties hereto shall make such other deliveries as are required by Article III.

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2.04 Closing Cash Proceeds Adjustment.

(a) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a statement setting forth its good faith estimate of the Closing Cash Proceeds (the "Estimated Closing Cash Proceeds"), including each of the components thereof, based on the Company's and its Subsidiaries' books and records and other information then available and in accordance with the Accounting Principles and the Working Capital Schedule. Following delivery of the Company's calculation of the Estimated Closing Cash Proceeds, to the extent reasonably requested by the Purchaser, the Company shall make available to the Purchaser supporting documentation used in preparing the Estimated Closing Cash Proceeds and the Company shall consider any reasonable comments provided by the Purchaser in good faith based on the Purchaser's review of the Estimated Closing Cash Proceeds and such documentation, provided, that if there is a dispute over the Estimated Closing Cash Proceeds, the Estimated Closing Cash Proceeds delivered by the Company shall govern and the obligation of the Company to consider such reasonable comments of the Purchaser regarding the Estimated Closing Cash Proceeds shall in no event require that the Company revise its calculation of the Estimated Closing Cash Proceeds or that the contemplated Closing Date be postponed or otherwise delayed.

(b) As promptly as practicable after the Closing, but in no event later than seventy-five (75) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a statement (the "Closing Statement") setting forth the Purchaser's good faith calculation of the Closing Cash Proceeds, including each of the components thereof, in each case in accordance with the definitions thereof.

(c) The calculation of the Estimated Closing Cash Proceeds and the Closing Statement shall be prepared, and Cash and the Closing Working Capital (subject to the specific adjustments set forth on the Working Capital Schedule) shall be determined, in accordance with the Accounting Principles and, except for Transaction Expenses, without giving effect to the transactions contemplated hereby.

(d) The post-Closing purchase price adjustment as set forth in this Section 2.04 shall (1) exclude the impact of any actions taken or omitted by Purchaser following the Closing, (2) shall not reflect changes in assets or liabilities as a result of purchase accounting adjustments and (3) shall be based on facts and circumstances as they exist on or prior to Closing.

(e) Until the date that is forty-five (45) days after the Seller's receipt of the Closing Statement, the Purchaser and its Subsidiaries (including the Company and its Subsidiaries) shall (i) permit the Seller and its Representatives to have reasonable access, during normal business hours, to the financial books, records and other documents (including workpapers, schedules, financial statements, memoranda, etc.) of the Company and its Subsidiaries pertaining to or used in connection with the preparation of the Closing Statement and the Purchaser's calculation of the Closing Cash Proceeds and provide the Seller with copies thereof (as reasonably requested by the Seller) and (ii) provide the Seller and its representatives reasonable access to the Purchaser's and its Subsidiaries' (including the Company's and its Subsidiaries') employees and advisors (including making the Company's and its Subsidiaries' chief financial officer and accountants available to respond to reasonable written or oral inquiries of the Seller or its representatives); provided, that neither the Company nor any of its Subsidiaries shall be required to provide such access to the extent doing so would reasonably be expected to (A) result in the waiver of any attorney-client privilege or other legal privilege (provided, further, that the Company shall use commercially reasonable efforts to make alternative arrangements to disclose such information in a manner that does not waive or violate such privilege) or (B) contravene any applicable contracts or Laws. If the Seller disagrees with any part of the Purchaser's calculation of the Closing Cash Proceeds as set forth on the Closing Statement, the Seller shall, within forty-five (45) days after the Seller's receipt of the Closing Statement, notify the Purchaser in writing of such disagreement by setting forth the Seller's calculation of the Closing Cash Proceeds, including each of the components thereof, and describing in reasonable detail the basis for such disagreement (an "Objection Notice"). Any items not specifically identified in the Objection Notice as being in dispute shall be deemed final and conclusive and binding upon all parties in all respects. Any Objection Notice may reference only disagreements based on mathematical errors or based on amounts of Cash, Indebtedness, Transaction Expenses or Working Capital as reflected on the Closing Statement not being calculated or prepared in accordance with this Agreement and the Accounting Principles (if applicable). If an Objection Notice is delivered to the Purchaser, then the Purchaser and the Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Cash Proceeds. The Purchaser and the Seller acknowledge and agree that all discussions related to the Objection Notice are without prejudice communications made in confidence with the intent of attempting to resolve a litigious dispute and are subject to settlement privilege. In the event that the Purchaser and the Seller are unable to resolve all such disagreements within thirty (30) days after the Purchaser's receipt of such Objection Notice or such longer period as the Purchaser and the Seller may mutually agree in writing, the Purchaser and the Seller shall submit such remaining disagreements to the purchase price disputes group of AlixPartners, or, if such firm refuses or is otherwise unable to act in such capacity, a nationally-recognized valuation or accounting firm as is acceptable to the Purchaser and the Seller (the "Valuation Firm") (provided any such valuation firm has a division or group devoted to settling purchase price disputes).

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(f) The Valuation Firm shall act as an expert and not as an arbitrator, and make a final and binding determination with respect to the computation of the Closing Cash Proceeds, including each of the components thereof, to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit B. The Purchaser and the Seller shall cooperate with the Valuation Firm during the term of its engagement and shall use commercially reasonable efforts to cause the Valuation Firm to resolve all remaining disagreements with respect to the computation of the Closing Cash Proceeds, including each of the components thereof, as soon as practicable. The Valuation Firm shall consider only those line items and amounts in the Purchaser's and the Seller's respective calculations of the Closing Cash Proceeds, including each of the components thereof, that are in the Objection Notice and identified as being line items and amounts to which the Purchaser and the Seller have been unable to agree. In resolving any disputed line item, the Valuation Firm may not assign a value to any line item in dispute other than either (A) the Purchaser's proposed value for such disputed line item as set forth in the Closing Statement, or (B) the Seller's proposed value for such disputed line item as set forth in the Objection Notice (i.e., a "baseball arbitration"), based on whether the Purchaser's or the Seller's proposed value of such disputed line item is closer to the Valuation Firm's own calculations for such disputed line item. Except as permitted on Exhibit B hereto in order to clarify or understand any position or argument made by a party in a written submission, the Valuation Firm's determination of the Closing Cash Proceeds, including each of the components thereof, shall be based solely on written presentations submitted by the Purchaser and the Seller which are in accordance with the guidelines and procedures (including the definitions of each of the components thereof) set forth in this Agreement (i.e., not on the basis of an independent review). The determination of the Valuation Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review.

(g) The costs and expenses of the Valuation Firm in determining the Closing Cash Proceeds, including each of the components thereof, shall be borne by the Purchaser, on one hand, the Seller, on the other hand, based upon the percentage which the portion of the aggregate contested amount not awarded to each party bears to the aggregate amount actually contested by such party. For example, if the Purchaser claims the Closing Cash Proceeds are one thousand dollars ($1,000) less than the amount determined by the Seller, and the Seller contests only five hundred dollars ($500) of the amount claimed by the Purchaser, and if the Valuation Firm ultimately resolves the dispute by awarding the Purchaser three hundred dollars ($300) of the five hundred dollars ($500) contested, then the costs and expenses of the Valuation Firm will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to the Seller and forty percent (40%) (i.e., 200 ÷ 500) to the Purchaser. Prior to the Valuation Firm's determination of the Closing Cash Proceeds, (i) the Purchaser, on the one hand, and the Seller, on the other hand, shall each pay fifty percent (50%) of any retainer paid to the Valuation Firm and (ii) during the engagement of the Valuation Firm, the Valuation Firm will bill fifty percent (50%) of the total charges to each of the Purchaser, on the one hand, and the Seller, on the other hand. In connection with the Valuation Firm's determination of the Closing Cash Proceeds, the Valuation Firm shall also determine, pursuant to the terms of the first and second sentences of this Section 2.04(g), and taking into account all fees and expenses already paid by each of the Purchaser, on the one hand, and the Seller, on the other hand, as of the date of such determination, the allocation of its fees and expenses between the Purchaser and the Seller, which such determination shall be conclusive and binding upon the parties hereto.

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(h) Within five (5) Business Days after the Closing Cash Proceeds, including each of the components thereof, is finally determined pursuant to this Section 2.04:

(i) if the Closing Cash Proceeds as finally determined pursuant to this Section 2.04 are less than the Estimated Closing Cash Proceeds, then the Purchaser and the Seller shall cause the Escrow Agent to: (A) pay to the Purchaser solely and exclusively from the Purchase Price Adjustment Escrow Funds an amount (which in no case shall exceed the amount of the Purchase Price Adjustment Escrow Funds) (the "Purchaser Adjustment Amount") equal to such deficiency; and (B), if the Purchaser Adjustment Amount is less than the amount of the Purchase Price Adjustment Escrow Funds, following payment to Purchaser of the amount required pursuant to clause (A), pay to the Seller, an amount equal to the amount (if any) by which the amount of the Purchase Price Adjustment Escrow Funds is greater than the Purchaser Adjustment Amount; and

(ii) if the Closing Cash Proceeds as finally determined pursuant to this Section 2.04 are greater than the Estimated Closing Cash Proceeds, then the Purchaser and the Seller shall cause the Escrow Agent to: (A) pay to the Seller solely and exclusively from the Purchase Price Adjustment Escrow Funds an amount (which in no case shall exceed the amount of the Purchase Price Adjustment Escrow Funds) (the "Seller Adjustment Amount") equal to such deficiency, and (B) pay to the Purchaser an amount equal to the amount (if any) by which the amount of the Purchase Price Adjustment Escrow Funds is greater than the Seller Adjustment Amount.

(i) All payments to be made pursuant to Section 2.04(h) shall (x) be treated by all parties for Tax purposes as adjustments to the purchase price to the extent permitted by applicable Law and (y) be made by wire transfer of immediately available funds to the account(s) designated by the Purchaser or the Seller, as applicable. Each party hereby agrees and acknowledges that its right to any payment to be made pursuant to Section 2.04(h) shall be the sole and exclusive remedy of such party for any and all claims arising under this Agreement with respect to this Section 2.04.

2.05 Withholding. The Purchaser and its agents shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person in such amounts as the Purchaser or such other Person is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable provision of Law. The Purchaser or such other Person shall use commercially reasonable efforts to provide the Seller with notice as soon as reasonably practicable, but in any event at least five (5) Business Days, prior to withholding any amounts pursuant to this Section 2.05, and shall work in good faith with the Seller to minimize any such withheld amounts. To the extent that amounts are so withheld and are timely paid over to the applicable Tax authority in accordance with applicable Law, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

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Article III

CONDITIONS TO CLOSING

3.01 Conditions to the Purchaser's Obligation. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following conditions immediately prior to the Closing:

(a) the representations and warranties set forth in Article IV and Article V (other than the Fundamental Representations) shall be true and correct as of the Closing Date as if made on the Closing Date, except (i) to the extent that the failure of such representations and warranties to be true and correct (without giving effect to any limitation or qualification as to materiality (including the word "material" or "Material Adverse Change" set forth therein)) does not constitute a Material Adverse Change, and (ii) for those representations and warranties which are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date (without giving effect to any limitation or qualification as to materiality (including the word "material" or "Material Adverse Change" set forth therein)) did not constitute a Material Adverse Change;

(b) the Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, as of the Closing Date as if made on the Closing Date, except for those Fundamental Representations which expressly relate to an earlier date (in which case such Fundamental Representations shall have been true and correct in all respects, except for de minimis inaccuracies, as of such earlier date);

(c) the Seller and the Company shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing;

(d) the Company shall have delivered to the Purchaser a certificate signed by an officer of the Company in the form of Exhibit C, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a), 3.01(b), and 3.01(c) have been satisfied;

(e) the Escrow Agreement shall have been executed by the Escrow Agent and the Seller and shall have been delivered to the Purchaser;

(f) there shall not have occurred a Material Adverse Change since the date hereof;

(g) the Seller shall have delivered to the Purchaser a payoff letter duly executed by each holder of Payoff Indebtedness, each in customary form and substance, in which the payee shall agree that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full; (ii) all Liens in connection therewith shall be released; and (iii) the payee shall take all actions reasonably requested by the Purchaser to evidence and record such discharge and release as promptly as practicable; (each such payoff letter, a "Debt Payoff Letter");

(h) the Company shall have delivered to the Purchaser evidence that the Management Agreement and the other contracts and agreements set forth on the Affiliated Transactions Schedule have been terminated in full with no further obligations or liabilities of the Company or any of its Subsidiaries;

(i) the approvals and waiting periods that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Condition Schedule shall have been received and remain in effect (in the case of approvals) or expired, been waived or been terminated, as applicable;

(j) the Company shall have delivered to the Purchaser a certificate, substantially in the form of Exhibit E, pursuant to Treasury Regulations section 1.1445-2(c)(3) stating that the Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c) of the Code; and

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(k) the Company shall have taken all necessary steps to cause the stock certificates representing the Shares to be delivered to the Purchaser promptly following the Closing on the Closing Date, accompanied by duly executed stock powers duly endorsed in blank in proper form for transfer.

3.02 Conditions to the Company's and the Seller's Obligations. The obligations of each of the Company and the Seller to consummate the Closing is subject to the satisfaction of the following conditions immediately prior to the Closing:

(a) the representations and warranties set forth in Article VI shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date;

(b) the Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing;

(c) the Purchaser shall have delivered to the Company and the Seller a certificate signed by an officer of the Purchaser in the form of Exhibit D, dated as of the Closing Date, certifying that the conditions specified in Sections 3.02(a) and 3.02(b) have been satisfied; and

(d) the Escrow Agreement shall have been executed by the Escrow Agent and the Purchaser and shall have been delivered to the Seller.

3.03 Conditions to All Parties' Obligations. The obligation of each of the Company, the Seller and the Purchaser to consummate the Closing is subject to the satisfaction of the following conditions as of immediately prior to the Closing:

(a) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Company Documents shall have expired or shall have been terminated; and

(b) no Law or final, binding and non-appealable injunction, order, judgment, decision, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby.

3.04 Frustration of Closing Conditions. No party hereto may rely on the failure of any condition set forth in Section 3.01, 3.02 or 3.03, as the case may be, if such failure was caused primarily by such party's material breach of any provision of this Agreement.

Article IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that the statements in this Article IV are true and correct, except as set forth in the Disclosure Schedules.

4.01 Organization and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to own and operate its properties and carry on its business as presently conducted.

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4.02 Authority, Validity and Effect. The Seller has all requisite limited liability company power and authority to enter into and perform its obligations under this Agreement and each of the Company Documents to which it will be a party and to consummate the transactions contemplated hereby and thereby, and this Agreement has been, and each of the Company Documents to which the Seller will be a party will be, duly executed and delivered by the Seller pursuant to all necessary corporate authorization and is or will be the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity. This Agreement, each Company Document to which the Seller will be a party, and the consummation of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all required action on the part of the Seller, and no other proceedings on the part of Seller are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby or thereby.

4.03 Title to Shares. The Seller legally and beneficially owns the Shares and, at the Closing, the Seller shall deliver to the Purchaser good and valid title to the Shares, free and clear of all Liens other than Liens arising under applicable securities Laws and the Company's Governing Documents. The Seller has the right, authority and power to sell, assign and transfer the Shares to the Purchaser. Upon delivery to the Purchaser of certificates for the Shares at the Closing and the Purchaser’s payment of the Estimated Closing Cash Proceeds, the Purchaser shall acquire good, valid and marketable title to the Shares, free and clear of any Liens other than Liens arising under applicable securities Laws and the Company’s Governing Documents.

4.04 No Violation. The execution, delivery and performance by the Seller of this Agreement and each of the Company Documents to which the Seller will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or violate the Governing Documents of the Seller; (b) conflict with or violate any Law applicable to the Seller or by which any property or asset of the Seller is bound or affected; (c) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to any contract to which the Seller is bound, or result in the creation of any Lien on any of the Shares, other than Liens arising under applicable securities Laws; except, with respect to the foregoing clause (c) only, as would not prohibit or materially impair or materially delay the Seller’s ability to consummate the transactions contemplated hereby.

4.05 Governmental Bodies; Consents. Except as set forth on the Governmental Consents Schedule, the Seller is not required to submit any notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance of this Agreement or any Company Document by the Seller or the consummation by the Seller of the transactions contemplated hereby or thereby. No consent, approval, order, permit or authorization of any Governmental Body is required to be obtained by the Seller in connection with the execution, delivery and performance of this Agreement or any Company Document to which it will be a party or in connection with the consummation of the transactions contemplated hereby or thereby.

4.06 Litigation. There are no Actions pending or, to the knowledge of the Seller, threatened against or affecting the Seller at law or in equity, or before or by any Governmental Body, which would adversely affect the Seller's performance under this Agreement, the other Company Documents to which the Seller will be a party or the consummation by the Seller of the transactions contemplated hereby or thereby.

4.07 Brokerage. Except as set forth on the Brokerage Schedule (which fees, if any, are Transaction Expenses to the extent unpaid at the Closing Date), there are no claims for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement or any of the Company Documents based on any arrangement or agreement made by or on behalf of the Seller.

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Article V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser that the statements in this Article V are true and correct, except as set forth in the Disclosure Schedules.

5.01 Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under Delaware Law, and the Company has all requisite corporate power and authority to own and operate its properties and to carry on its businesses as now conducted. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Company Document to which it will be a party and to perform its obligations hereunder and thereunder. The Company is qualified to do business and is in good standing (or the equivalent) in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires the Company to qualify, except where the failure to be so qualified would not constitute a Material Adverse Change. The Company has heretofore furnished to Purchaser complete and correct copies of the Governing Documents for the Company and each of its Subsidiaries, each as amended to date, and such documents are in full force and effect.

5.02 Subsidiaries. Except as set forth on the Subsidiary Schedule, neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest or joint venture interest or other equity interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for stock, partnership interest or joint venture interest or other equity interest in any Person, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in or assume any liability or obligation of, any Person. Except as set forth on the Subsidiary Schedule, the Company owns, directly or indirectly, of record and beneficially, all capital stock and other equity interests in each of its Subsidiaries, free and clear of all Liens (other than Liens arising under applicable securities Laws and Liens that will be terminated at or prior to the Closing), and all such capital stock and other equity interests have been duly authorized and are validly issued, fully paid and non-assessable (to the extent such concept is applicable to such equity interests). Each of the Company's Subsidiaries is duly formed or organized, validly existing and in good standing (or its equivalent, if applicable) under the applicable Laws of its jurisdiction of formation or organization, and each of the Company's Subsidiaries has all requisite corporate or limited liability company power and authority, as applicable, to own and operate its properties and to carry on its businesses as now conducted. Each of the Company's Subsidiaries is qualified to do business and is in good standing (or its equivalent) in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified would not constitute a Material Adverse Change.

5.03 Authorization; No Breach.

(a) The Company has full limited liability company 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 the Company in connection with the transactions contemplated by this Agreement (the "Company Documents"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited liability company action, and no other limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity.

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(b) Except as set forth on the Governmental Consents Schedule or the Authorization Schedule, the execution, delivery and performance of this Agreement and each of the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company or its Subsidiaries with any of the provisions hereof or thereof, do not and will not conflict with, result in any breach of, require any notice under, constitute a default under (with or without notice or lapse of time or both), result in a violation of, result in the creation of any Lien upon any properties or assets of the Company or any of its Subsidiaries under, give rise to any right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or give rise to any obligation of the Company or any of its Subsidiaries to make any payment under, any provision of (i) the Company's or any of its Subsidiaries' certificate of incorporation or formation, bylaws, limited liability company agreement or other organizational documents, (ii) any contract to which the Company or any of its Subsidiaries is bound or affected, (iii) any outstanding judgment, order, injunction, writ or decree applicable to the Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries, or (iv) any applicable Law to which the Company or any of its Subsidiaries is subject, except, in the case of the foregoing clauses (i) (with respect to breaches of the organizational documents of the Subsidiaries of the Company only) and (ii), as would not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries.

5.04 Capitalization.

(a) As of the date hereof, the Shares consist of 1,000 shares of common stock of the Company, all of which are held of record and owned beneficially by the Seller. The Capitalization Schedule sets forth, for each Subsidiary of the Company, the amount of its authorized capital stock or other equity or ownership interests, the amount of its outstanding capital stock or other equity or ownership interests, and the record and beneficial owners of its outstanding capital stock or other equity or ownership interests. All of the Shares and other authorized capital stock or other equity or ownership interests of the Subsidiaries of the Company have been duly authorized, validly issued and are fully paid and non-assessable. All of the Shares and other issued capital stock or other equity or ownership interests of the Subsidiaries of the Company have been offered, sold and delivered by the Company in compliance with all applicable federal and state securities laws.

(b) Except for the Shares and except as set forth on the Capitalization Schedule, there are no outstanding (i) shares of capital stock or other equity, voting or ownership interests in the Company or its Subsidiaries, (ii) options, warrants, rights to subscribe to, purchase rights, calls, puts, pledges, contracts or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any securities of the Company or its Subsidiaries or (iii) any stock appreciation rights, phantom stock, interests in the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based award or right containing any equity features of the Company or its Subsidiaries ((i)-(iii) collectively, "Equity Interests"), or contracts, commitments, understandings or arrangements of any character whatsoever, by which the Company or any of its Subsidiaries is or may become bound to issue additional Equity Interests.

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(c) Except as set forth on the Capitalization Schedule, there are no securities or rights of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to repurchase, redeem or otherwise transfer or acquire any shares of capital stock or other equity interests of the Company or any of its Subsidiaries. Except as set forth on the Capitalization Schedule, neither the Company nor any of its Subsidiaries have outstanding bonds, debentures, notes or other obligations of any kind, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equityholders of any of the Company or any of its Subsidiaries on any matter. Except as set forth on the Capitalization Schedule, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the shares of capital stock or other equity interests of the Company or any of its Subsidiaries. No equity securities of the Company or any of its Subsidiaries have been issued in violation of any contracts, commitments, memorandums, understandings or arrangements under any provision of applicable Law, the certificate of incorporation or bylaws or equivalent organizational or governing documents of the Company or any of its Subsidiaries or any contract to which the Company or any its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound.

5.05 Financial Statements. Attached to the Financial Statements Schedule are true, complete and correct copies of: (a) the Company's unaudited consolidated balance sheet as of June 30, 2020 (the "Latest Balance Sheet") and the related statement of income for the six (6) month period then ended, and (b) the Company's audited consolidated balance sheet and statements of income and cash flows for the fiscal years ended December 31, 2019 and December 31, 2018(the "Audited Financial Statements" and, collectively with the Latest Balance Sheet, the "Financial Statements"), together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors. The Financial Statements have been based upon and consistent with the information contained in the Company's and its Subsidiaries' books and records, have been prepared in conformity with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and present fairly in all material respects the financial condition, cash flows and results of operations of the Company's and its Subsidiaries as of the times and for the periods referred to therein, subject (i) in the case of the unaudited financial statements to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments, and (ii) in the case of all such Financial Statements, such other exceptions to GAAP as are set forth on the Financial Statements Schedule.

5.06 Absence of Undisclosed Liabilities. Except as set forth on the Undisclosed Liabilities Schedule, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, other than (a) liabilities or obligations that are fully taken into account in calculating the Closing Cash Proceeds as finally determined pursuant to Section 2.04, (b) liabilities or obligations adequately accrued or reserved against on the Latest Balance Sheet or disclosed in the notes thereof or in the notes to the other Financial Statements, (c) liabilities or obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice and that are not material to the Company or its Subsidiaries (none of which is a liability for breach of contract, tort, violation of law, infringement or misappropriation); or (d) material liabilities or obligations arising in the ordinary course under executory contracts and commitments described on the Contracts Schedule or under executory contracts and commitments entered into in the ordinary course of business which are not required to be disclosed on the Contracts Schedule pursuant to Section 5.10, in each case, that are not a result of any breach or other conduct of the Company or its Subsidiaries.

5.07 No Material Adverse Change; Absence of Certain Developments.

(a) Since December 31, 2019, there has not been any Material Adverse Change.

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(b) Except as set forth on the Developments Schedule, since December 31, 2019, neither the Company nor any of its Subsidiaries has engaged in any material transaction that was not in the ordinary course of business. Without limiting the generality of the foregoing, and except as set forth on the Developments Schedule, since December 31, 2019, neither the Company nor any of its Subsidiaries has taken any action that would have been prohibited by Section 7.01(b) if it had been taken after the date hereof and prior to the Closing Date.

(c) Except as set forth on the Developments Schedule, since December 31, 2019, neither the Company nor any of its Subsidiaries has suffered any material loss, damage, destruction or other casualty affecting any of its properties or assets, whether or not covered by insurance.

5.08 Title to Properties.

(a) The Company and its Subsidiaries own good and marketable title to, or hold a valid leasehold interest in, all of the tangible personal property used by them in the conduct of their business, free and clear of all Liens, except for Permitted Liens. Each such item of material tangible personal property has been maintained in accordance with generally accepted industry practice, is in all material respects in operable condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course and is adequate for the uses to which it is put. The assets owned, licensed or leased by the Company and its Subsidiaries, or to which the Company and its Subsidiaries have sufficient rights, constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted.

(b) The Leased Real Property Schedule contains a list of all real property leased by the Company and its Subsidiaries (the "Leased Real Property"). The Company has delivered to the Purchaser a true and complete copy of the underlying lease with respect to each parcel of Leased Real Property (each, a "Lease"). Except as set forth on the Leased Real Property Schedule, with respect to each of the Leases: (i) either the Company or one (1) of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of real property leased by it as to the Company or any of its Subsidiary party to the Lease, and to the Company's knowledge, as to the other parties thereto (in accordance with the terms of such Leases, subject to applicable bankruptcy, insolvency and similar laws affecting the rights of the parties thereto generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)); (ii) neither the Company nor any of its Subsidiaries has received written notice of any material defaults thereunder by the Company or its Subsidiaries (as applicable) nor, to the Company's knowledge, are there any material defaults by the lessor thereof; and (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or its Subsidiaries (as applicable) or, to the Company's knowledge, any other party thereto. There are no contractual or legal restrictions that preclude or restrict the ability to use any Leased Real Property by the Company or any of its Subsidiaries for the current use of such real property. There are no material latent defects or material adverse physical conditions affecting the Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings included in Leased Real Property are adequately maintained and are in good operating condition and repair, and subject to normal wear and tear, for the requirements of the business of the Company and its Subsidiaries as currently conducted. No parcel of Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of Seller or the Company, has any such condemnation, expropriation or taking been proposed.

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5.09 Tax Matters. Except as set forth on the Taxes Schedule: (a) the Company and its Subsidiaries have filed all Income Tax Returns and all other material Tax Returns that are required to be filed by them, (b) all Income Taxes and other material Taxes due and owing by the Company and its Subsidiaries have been fully paid or properly accrued, except to the extent of the reserve established by the Company and its Subsidiaries for uncertain Tax positions set forth on their books in accordance with GAAP; (c) all Taxes that the Company or any of its Subsidiaries is obligated to withhold from amounts owing to any employee, creditor or third party have been fully paid or properly accrued; (d) no claim has been made by an authority in a jurisdiction where the Company or any of its Subsidiaries does not currently file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation or required to file Tax Returns by that jurisdiction; (e) no deficiency or proposed adjustment that has not been paid or resolved has been asserted or assessed in writing by any taxing authority of any Governmental Body against the Company; (f) neither the Company nor any of its Subsidiaries has consented to extend the time in which any Tax may be assessed or collected by any taxing authority of any Governmental Body, which extension is still in effect; (g) there are no currently ongoing Tax audits by any taxing authority of any Governmental Body against the Company or any of its Subsidiaries, and the Company has not received any written notice from any taxing authority of any Governmental Body that any such audits are pending; (h) neither the Company nor any of its Subsidiaries is a party to or bound by, or has any obligation under, any Tax allocation, sharing, indemnity or similar agreement or arrangement (other than any agreement or arrangement entered into in the ordinary course of business and not primarily concerning Taxes); (i) neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal Income Tax Return (other than a group the common parent of which was the Company or one of its Subsidiaries); (j) neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) "closing agreement" as described in Code §7121 (or any corresponding or similar provision of state, local, or non-U.S. Tax Law) executed on or prior to the Closing, (iii) installment sale or open transaction disposition made on or prior to the Closing, or (iv) prepaid amount received on or prior to the Closing; (k) neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361; and (l) neither the Company nor any of its Subsidiaries is or has been a party to any "listed transaction," as defined in Code §6707A(c)(2) and Reg. §1.6011-4(b)(2).

5.10 Contracts and Commitments.

(a) Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any: (i) collective bargaining agreement in respect of employees of the Company or its Subsidiaries; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 5.14 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any individual on a full-time or consulting basis providing for base compensation in excess of two hundred thousand dollars ($200,000) per annum; (v) agreement or indenture relating to Indebtedness (excluding items in clauses (vii) and (viii) of Indebtedness) or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) guaranty of any obligation for Indebtedness (excluding items in clauses (vii) and(viii) of the definition of Indebtedness) or other material guaranty; (vii) lease or agreement under which it is lessee or sublessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds thirty thousand dollars ($30,000); (viii) lease or agreement under which it is lessor or sublessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds thirty thousand dollars ($30,000); (ix) other than purchase orders entered into in the ordinary course of business, any contracts with any supplier required to be listed on the Suppliers Schedule or any sole source supplier or any purchase, sale, or supply contract that contains volume requirements or commitments; (x) contracts pursuant to which the Company or any of its Subsidiaries grants to a third party, or a third party grants to the Company or any of its Subsidiaries, a license to any material Intellectual Property, other than (A) contracts for the license of commercially available, off the shelf software ("Off-the-Shelf Software Licenses") or (B) contracts for the non-exclusive license of Intellectual Property in the ordinary course of business; (xi) contracts relating to the acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or material line of business entered into during the past five (5) years or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or material line of business; (xii) contracts with any Governmental Body or Related Party of the Company or the Seller, (xiii) contracts relating to settlement of any administrative or judicial proceedings since July 1, 2017, other than settlements involving monetary relief only of $50,000 or less or that have been fully paid, (xiv) partnership or joint venture agreement with a third party, or any contract involving a sharing of revenues, profits, losses, costs or liabilities with any third party, (xv) contracts that limit, or purport to limit, the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restrict the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person, or that grant the other party or any third person "most favored nation" status or any type of special discount rights and (xvi) contracts with a Payor required to be listed on the Payors Schedule.

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(b) Each of the contracts listed or required to be listed on the Contracts Schedule is in full force and effect, and is a legal, valid and binding obligation of the Company or a Subsidiary of the Company which is party thereto, and, to the knowledge of the Company, of the other parties thereto enforceable against each of them in accordance with its terms, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity. Except as set forth on the Contracts Schedule, neither the Company nor any Subsidiary of the Company (as applicable) is in material breach of or default under any contract listed on the Contracts Schedule, and, to the knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule is not in material breach of or default thereunder. Except as set forth on the Contracts Schedule, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default on the part of the Company, or any Subsidiary of the Company or, to the knowledge of the Company, any other party under any contract listed on the Contracts Schedule. To the knowledge of the Company, no party to any contract listed on the Contracts Schedule has exercised any termination rights with respect thereto. No party to any contract listed on the Contracts Schedule has materially modified any contract listed on the Contracts Schedule, or has threatened in writing to terminate or materially modify any contract listed on the Contracts Schedule and no party has given written notice of any material dispute with respect to any contract listed on the Contracts Schedule. The Company has made available to the Purchaser true and correct copies of each contract listed on the Contracts Schedule, together with all amendments, modifications or supplements thereto.

5.11 Intellectual Property.

(a) All registered Trademarks and applications to register Trademarks, patents and patent applications and registered copyrights and applications to register copyrights owned by, and Internet domain names registered to, the Company or any of its Subsidiaries are set forth on the Intellectual Property Schedule (collectively, the "Registered Intellectual Property"). All Registered Intellectual Property is valid, subsisting and, to the Company's knowledge, enforceable.

(b) The Company or one of its Subsidiaries exclusively owns and possesses all right, title and interest in and to, or has a valid and enforceable license or other right to use, all Intellectual Property that is used in or necessary for the operation of the business (the "Company Intellectual Property") as of the date hereof. All Company Intellectual Property shall be available for use by Purchaser and the Company and its Subsidiaries immediately after the date hereof on terms and conditions that are identical in all material respects to those under which the Company and its Subsidiaries owned or used the Company Intellectual Property immediately prior to the date hereof.

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(c) Except as set forth on the Intellectual Property Schedule: (i) the Company and each of its Subsidiaries owns or are the registrant of all of the Registered Intellectual Property indicated on the Intellectual Property Schedule as being owned by such entity, free and clear of all Liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries has received any written claims since June 30, 2017, alleging that the Company or any of its Subsidiaries has infringed, misappropriated, diluted or otherwise violated the Intellectual Property of any other Person; (iii) since June 30, 2017, neither the Company nor any of its Subsidiaries has infringed, misappropriated, diluted or otherwise violated, nor is currently infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any other Person; and (iv) to the Company's knowledge, there is not currently any infringement or misappropriation by any other Person of any material Company Owned Intellectual Property.

(d) The Company and its Subsidiaries have taken commercially reasonable steps to protect its rights in Company Owned Intellectual Property and at all times has maintained the confidentiality of all information that constitutes or constituted a trade secret of the Company or one of its Subsidiaries, including requiring all non-employee third parties having access thereto to execute written non-disclosure agreements. There has not been any disclosure of any material trade secret of the Company or one of its Subsidiaries (including any such information of any other Person disclosed in confidence to the Company or one of its Subsidiaries or to employees) to any Person in a manner that has resulted in the loss of trade secret rights in and to such information. Except as set forth on the Intellectual Property Schedule, all Persons who have contributed to, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid agreement protecting the confidential information of the Company and its Subsidiaries and granting the Company or one of its Subsidiaries exclusive ownership of such contribution, development or conception.

(e) Neither the Company nor any of its Subsidiaries owns, develops or distributes to third parties any proprietary software. The Company and its Subsidiaries are in compliance with all material obligations under any agreements listed on Contracts Schedule governing the Company or a Subsidiary's use of any third-party software, and the Company and its Subsidiaries have purchased a sufficient number of seat license for the use of the IT Systems.

(f) The Company or one of its Subsidiaries owns, or has rights to access and use or hold for use, all IT Systems. The IT Systems are adequate in all respects for the current business needs of the Company and its Subsidiaries, and are in good working condition. The Company and its Subsidiaries have taken commercially reasonable steps intended to secure the IT Systems from unauthorized access or use by any Person, and intended to provide for the continued, uninterrupted and error-free operation of the IT Systems. Since July 1, 2017, there have been no security breaches in the IT Systems, and there have been no disruptions in the IT Systems that materially adversely affected the Company's or its Subsidiaries' business or operations. The Company and its Subsidiaries have evaluated their disaster recovery and backup needs and have implemented plans and systems that reasonably address their assessment of risk. No material capital expenditures are necessary with respect to the use of the IT Systems other than capital expenditures in the ordinary course of business that are consistent with the past practice of the Company and its Subsidiaries. The Company and its Subsidiaries are and have since July 1, 2017 been in compliance in all material respects with all Privacy Laws, as well as their own policies, relating to privacy, data protection, and the collection and use of Personal Information collected, used, or held for use by the Company or its Subsidiaries.

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5.12 Litigation. Except as set forth on the Litigation Schedule, there are no, and since July 1, 2017, there have been no, Actions pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or affecting any of their material properties or assets, at law or in equity, or before or by any Governmental Body, and to the Company’s knowledge there is no reasonable basis for any such Action, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries. Except as set forth on the Litigation Schedule, neither the Company nor any of its Subsidiaries nor any of its or their respective material properties or assets, is subject to any pending, outstanding, or, to the knowledge of the Company, threatened investigation, judgment, order, injunction, writ, award, determination or decree of any Governmental Body, and to the Company’s knowledge there is no reasonable basis for any such Action. There is no Action pending or threatened seeking to prevent, hinder, modify, delay or challenge the transactions contemplated by this Agreement or any of the Purchaser Documents or Company Documents. There is no Action by the Company or any of its Subsidiaries pending, or which the Company or any of its Subsidiaries has commenced preparations to initiate, against any other Person.

5.13 Governmental Consents. Except as set forth on the Governmental Consents Schedule, no notice to, filing with, or consent or authorization of any Governmental Body is required in connection with any of the execution, delivery or performance of this Agreement or the other Company Documents by the Company or the consummation by the Company of any other transaction contemplated hereby.

5.14 Employee Benefit Plans.

(a) Except as listed on the Employee Benefits Schedule, neither the Company nor any of its Subsidiaries is a party to, sponsors, administers, maintains or contributes to, is required to maintain or contribute to, or has or would reasonably be expected to have any material liability or obligation (contingent or current) with respect to any: (i) nonqualified deferred compensation or retirement plans; (ii) qualified "defined contribution plans" (as such term is defined under Section 3(34) of ERISA) whether or not such plans are governed by ERISA; (iii) qualified "defined benefit plans" (as such term is defined under Section 3(35) of ERISA) whether or not such plans are governed by ERISA (the plans described in the foregoing clauses (ii) and (iii) are collectively referred to herein as the "Pension Plans"); (iv) "welfare benefit plans" (as such term is defined under Section 3(1) of ERISA) whether or not such plans are governed by ERISA (the "Welfare Plans"); (v) other "employee benefit plan" (as defined in Section 3(3) of ERISA, whether or not subject to ERISA); or (vi) bonus, stock option, stock purchase, employee stock ownership, restricted stock or unit, equity or equity-based, incentive, health or medical benefit, disability or sick leave benefit, severance benefit, post-employment (including health, medical, accident or life insurance benefit), employment, termination, salary continuation, retention, change in control benefit or compensation plan, contract, policy, agreement, arrangement or program for the benefit of any current or former employee or individual service provider of the Company or any of its Subsidiaries ((i) through (vi), collectively the "Plans"). Each Pension Plan which is intended to meet the requirements of a "qualified plan" under Section 401(a) of the Code has either received a timely favorable determination letter or opinion letter from the IRS that such Pension Plan is so qualified or has requested such a favorable determination letter within the remedial amendment period of Section 401(b) of the Code and, to the Company's knowledge, there are no facts or circumstances that have occurred since the date of such determination letter that would reasonably be expected to jeopardize the qualification of such Pension Plan. The Plans comply in all material respects in form and in operation with their terms and the requirements of the Code and ERISA.

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(b) The Company has made available to the Purchaser a true and complete copy of each Plan referred to in the Employee Benefits Schedule, or a written description thereof if such Plan is not in writing, and has made available to the Purchaser a true and complete copy of (as applicable) (i) the current trust or other funding arrangement, (ii) the most recent summary plan description and summary of material modifications, (iii) the two most recently filed IRS Form 5500s, (iv) the most recently received IRS determination or opinion letter for each such Plan and (v) the most recently prepared actuarial report and financial statements in connection with each such Plan. Neither the Company nor any of its Subsidiaries has made any express commitment (A) that an employee benefit plan, program or arrangement that would be a Plan if in effect on the date hereof will be adopted or established following the date hereof, or (B) that a Plan will be materially modified, materially amended or terminated, other than with respect to a modification, amendment or termination required by any applicable Law or the terms of such Plan.

(c) With respect to the Plans, (i) all required contributions have been made or properly accrued (to the extent required to be accrued under GAAP), (ii) there are no actions, suits or claims pending or, to the Company's knowledge, threatened, other than routine claims for benefits, (iii) to the Company's knowledge, there have been no non-exempt "prohibited transactions" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code), and (iv) except as would not result in a material liability to the Company or any of its Subsidiaries, all reports, returns and similar documents required to be filed with any Governmental Body or distributed to any Plan participant have been timely filed or distributed.

(d) Neither the Company nor any of its Subsidiaries has, nor, to the Company's knowledge, has any of their respective directors, officers or employees or any other "fiduciary" (as such term is defined in Section 3 of ERISA), committed any breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Plans which would subject the Company, its Subsidiaries or any of their respective directors, officers or employees to any material liability under ERISA or any applicable Law.

(e) Neither the Company nor any of its Subsidiaries has incurred any material liability for any Tax or civil penalty imposed by Section 4975 of the Code or Section 502 of ERISA which has not been satisfied in full.

(f) Except as set forth the Employee Benefits Schedule, neither the Company nor any of its Subsidiaries sponsors, maintains or contributes to or incurred any liability or obligation (contingent or otherwise) with respect to a "pension plan" (within the meaning of Section 3(2) of ERISA) which is subject to Section 302 of ERISA or Section 412 of the Code or any "multiemployer plan" (as such term is defined in Section 4001(a)(3) of ERISA).

(g) Except as set forth on the Employee Benefits Schedule, none of the Welfare Plans obligates the Company or its Subsidiaries to provide a current or former employee (or any dependent thereof) any life insurance or medical or health benefits after his or her termination of employment with the Company or any of its Subsidiaries, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state Law.

(h) Except as set forth on the Employee Benefits Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will (A) entitle any current or former employee or director of or individual service provider to the Company or any of its Subsidiaries to any payment or benefit (including any bonus, retention, severance, retirement or job security payment or benefit) under any Plan or other arrangement creating post-Closing obligations of the Company or any of its Subsidiaries, or (B) accelerate the time of payment or vesting or trigger any payment or funding of compensation or benefits, or increase the amount payable or trigger any other obligation to any current or former employee or director of or any individual services provider to the Company or any of its Subsidiaries under any Plan or other arrangement creating post-Closing obligations of the Company or any of its Subsidiaries.

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(i) Neither the Company nor any of its Subsidiaries is obligated to make any payments or provide any benefits, including under any Plan but excluding under any arrangements entered into with Purchaser, in connection with the transactions contemplated by this Agreement (either alone or together with any other event) that could result, separately or in the aggregate, in the payment of any "excess parachute payments" pursuant to Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any actual or potential obligation to reimburse or otherwise "gross-up" any Person for the interest or additional Tax set forth under Section 409A(a)(1)(B) of the Code or Section 4999 of the Code.

5.15 Insurance. The Insurance Schedule sets forth each insurance policy maintained by the Company and its Subsidiaries as of the date hereof on their properties, assets, products, business or personnel, other than any welfare insurance policy maintained pursuant to a Plan (the "Insurance Policies"), together with the carrier, liability limits for each such policy, whether such insurance policy is "occurrence" or "claims made" and the Person that is the policy holder. Neither the Company nor any of its Subsidiaries is in default with respect to any provision contained in any Insurance Policy or has failed to give any notice or present any claim under any Insurance Policy as required by the terms thereof. All premiums under such Insurance Policies due and payable have been paid in full. The Company has not received notice of, nor to the knowledge of the Company is there threatened, any cancellation, termination, reduction of coverage or material premium increases with respect to any such policy.

5.16 Environmental Matters. Except as set forth on the Environmental Matters Schedule:

(a) The Company and its Subsidiaries are, and since July 1, 2017, have been, in compliance in all material respects with all Environmental Laws.

(b) Neither the Company nor any of its Subsidiaries has since July 1, 2017 received written notice from any Governmental Body regarding any actual or alleged violation of or liability or investigatory, corrective or remedial obligation under Environmental Laws applicable to its operations, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries.

(c) Neither the Company nor any of its Subsidiaries is subject to any current or, to the Company's knowledge, threatened, claim, order, directive or complaint asserting a remedial obligation or liability under Environmental Laws with respect to its operations, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries.

(d) The Company and its Subsidiaries hold and are in compliance in all material respects with all Permits required under Environmental Laws for their current operations.

(e) Neither the Company nor its Subsidiaries nor, to the Company’s knowledge, any predecessors thereof or, to the Company’s knowledge, any other Person has released any Hazardous Substances in such manner as would reasonably be expected to result in material liability to the Company or any of its Subsidiaries under Environmental Laws, and, to the Company’s knowledge, no Hazardous Substances are present at any real properties currently or formerly owned, leased, or operated by the Company or its Subsidiaries or any predecessors thereof or at any real properties to which the Company or its Subsidiaries or any predecessors thereof has sent Hazardous Substances for disposal which would reasonably be expected to result in material liability to the Company or its Subsidiaries under Environmental Laws.

(f) Neither the Company nor its Subsidiaries have assumed or retained by contract or operation of law any material liability or obligation of any other Person pursuant to Environmental Laws.

(g) The Company has provided to the Purchaser true, correct and complete copies of all material environmental or health and safety assessments, investigations, studies, audits, tests or reviews with respect to any liability of or conditions of contamination at any properties currently owned, leased, or operated by the Company or its Subsidiaries that are in the possession or control of the Company or its Subsidiaries.

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5.17 Affiliated Transactions. Except for the Management Agreement, transactions between or among the Company and any of its Subsidiaries, employment relationships, the provision of compensation and benefits to employees and as set forth on the Affiliated Transactions Schedule, no Related Party of the Company or its Subsidiaries is a party to any agreement, contract, commitment or transaction that is still in effect with the Company or its Subsidiaries or has any ownership or financial interest in any property or asset of the Company or any of its Subsidiaries or owns, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries.

5.18 Brokerage. Except as set forth on the Brokerage Schedule (which fees will constitute Transaction Expenses to the extent unpaid at the Closing Date), there are no claims for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Company.

5.19 Permits; Compliance with Laws.

(a) The Permits Schedule sets forth each of the material Permits of and from each Governmental Body necessary for the conduct of the Company's and its Subsidiaries' businesses as presently conducted (each, a "Material Permit"). Each of the Company and its Subsidiaries holds and is and has been since July 1, 2017, in compliance in all material respects with all Material Permits. Neither the Company nor any of its Subsidiaries has received written notice of any proceedings pending or, to the knowledge of the Company, threatened, relating to the suspension, revocation, cancellation, termination, non-renewal or adverse modification of any Material Permit.

(b) Except as set forth on the Compliance with Laws Schedule, (i) the Company and its Subsidiaries are, and since July 1, 2017, have been, in compliance, in all material respects, with all Laws applicable to their respective businesses, operations and assets as currently operated, and (ii) neither the Company nor any of its Subsidiaries has, since July 1, 2017, received any written notice of any Action against it alleging any material failure to comply with any applicable Law. This Section 5.19 does not relate to Healthcare Matters (which is the subject of Section 5.20).

5.20 Healthcare Matters. Except as set forth on the Healthcare Matters Schedule:

(a) The Company and its Subsidiaries are, and since July 1, 2017 have been, in compliance in all material respects with all Healthcare Laws. No legal proceeding (or written, or to the knowledge of the Company, oral notice in respect thereof) alleging a violation of, or liability or potential responsibility under, or any citation for material noncompliance with, applicable Healthcare Laws has been initiated or filed against the Company or its Subsidiaries at any time since July 1, 2017, nor, to the knowledge of the Company, is any of the foregoing threatened.

(b) None of the Company or its Subsidiaries, any of their respective members, directors, officers, or employees nor to the knowledge of the Company any of its contractors is or has been: (i) debarred, excluded, or suspended from participating in any Governmental Health Program; (ii) subject to a civil monetary penalty assessed under Section 1128A of the Social Security Act in connection with any material violation of any Governmental Health Program requirement; (iii) engaged in any activities that are prohibited by or are cause for civil or criminal penalties or mandatory or permissive exclusion under any Healthcare Laws; (iv) been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. § § 3729-3731 or qui tam action brought pursuant to 31 U.S.C. § 3729 et seq., or (v) listed on the General Services Administration published list of parties excluded from federal procurement programs and non-procurement programs.

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(c) The Company and its Subsidiaries are, and since July 1, 2017 have been, (i) in compliance in all material respects with HIPAA, including with respect to any group health plan sponsored by the Company, (ii) in compliance in all material respects with all contracts or other arrangements in effect between the Company or any Subsidiary and any third party that apply to or restrict the use or disclosure of or security protections for Protected Health Information (as defined in HIPAA) (collectively, "Privacy Agreements"), and (iii) in compliance in all material respects with the terms of any consents, authorizations, waiver of authorization or other permission pursuant to which the Company or any Subsidiary accesses, uses, discloses, or has accessed, used or disclosed, Protected Health Information (collectively, "Privacy Consents"). The Company and its Subsidiaries have in place, and comply in all material respects with, written policies to protect the privacy and security of Protected Health Information, including as required by HIPAA. The Company and its Subsidiaries have the right pursuant to the Privacy Agreements and the Privacy Consents to use and disclose Protected Health Information for the purpose such information is and has been used and disclosed. The Company and its Subsidiaries have, and since July 1, 2017 have had, in effect with each Person acting as a business associate (as defined at 45 CFR § 160.103) of the Company or such Subsidiary a written agreement that complies in all material respects with the requirements of 45 CFR §§ 164.504(e) and 164.314(a). Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the transactions contemplated by this Agreement, including any direct or indirect transfer of Protected Health Information resulting from such transactions, will in violate, with respect to any Protected Health Information, any Company policies, any Privacy Agreements, or any Privacy Consents as such currently exist.

(d) The Company and its Subsidiaries maintain commercially reasonable physical, technical, organizational and administrative security safeguards to protect all Protected Health Information collected by the Company or any Subsidiary or on their behalf from and against unauthorized access, use and/or disclosure that comply in all material respects with HIPAA.

(e) Since July 1, 2017, none of the Company or its Subsidiaries has received any written complaint from any Governmental Body, or except as would be received in the ordinary course of business, any other Person regarding the Company's, or with respect to the business of the Company, any of its agents, employees or contractors' uses or disclosures of, or security practices or security incidents regarding, Protected Health Information. Since July 1, 2017, except as set forth on the Healthcare Matters Schedule, there have not been any non-permitted uses or disclosures, security incidents, or breaches involving Protected Health Information held or collected by or on behalf of the Company or any Subsidiary. To the knowledge of the Company, the Company and its Subsidiaries are not subject to any pending Action, nor is any Action threatened against the Company or any Subsidiary by any Governmental Body, alleging a violation of any Company Privacy Consents or any Privacy Agreements. Except as set forth on the Healthcare Matters Schedule, since July 1, 2017, none of the Company or its Subsidiaries has notified, as required by HIPAA, any affected individual, any Governmental Body, or the media of any breach of Protected Health Information.

(f) Since July 1, 2017, the Company and each of its Subsidiaries has established and maintained a compliance program that materially complies with applicable Healthcare Laws and that reflects the material elements of an effective compliance programs.

(g) Since July 1, 2017, neither the U.S. Department of Health and Human Services nor any federal or state agency has conducted or given the Company or any Subsidiary written, or to the knowledge of the Company, oral notice that it intends to conduct an audit of the Company's or any Subsidiary's participation in any Governmental Health Program.

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(h) Since July 1, 2017, neither the Company nor any Subsidiary nor to the knowledge of Company any of their respective members, directors, officers, employees, or contractors (i) has been or is currently a party to corrective action plan, corporate integrity agreement, deferred prosecution agreement, consent decree, settlement agreement or similar undertaking with or imposed by any Governmental Body arising from any alleged or actual violation of any Healthcare Law or failure to meet any material requirements regarding any Material Permit, (ii) has any reporting obligations pursuant to any settlement agreement entered into with any Governmental Body, (iii) has made any voluntary or self-disclosure to any Governmental Body of any potential or actual non-compliance with any Healthcare Law or Material Permit applicable to the Company or any Subsidiary, (iv) has been assessed a civil money penalty under the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a or any regulations promulgated thereunder or any other material fine or penalty by any other Governmental Body, and (v) has been charged with, convicted of or entered a plea of guilty or nolo contendere to any criminal or civil offense relating to the delivery of any item or service under a Governmental Health Program. There is no litigation or proceeding or inquiry or investigation pending or, to the knowledge of the Company, threatened, with respect to the termination or suspension of the participation by the Company or any Subsidiary in any Governmental Health Program.

(i) None of the Company, any Subsidiary, nor to the knowledge of the Company any employee, officer or director of the Company or any Subsidiary, has been served with or received since July 1, 2017, any search warrant, subpoena, civil investigative demand, audit, record request, formal or informal written request by or from any federal or state enforcement agency alleging any violation of any Healthcare Laws; furthermore, none of the actions described in this Section 5.20(i) is pending, or to the knowledge of the Company, threatened.

(j) Since July 1, 2017, all billing practices of the Company and its Subsidiaries have been compliance in all material respects with all requirements of all Governmental Health Programs, and other Payor programs in which the Company and its Subsidiaries participate, as well as all contracts with all applicable Payors including any Healthcare Law relating to submission or reimbursable claims, and insurance fraud. Since July 1, 2017, neither the Company, any Subsidiary, nor to the knowledge of Company any of their respective officers, directors, employees, agents, or contractors has made or caused to be made any false statement or representation of a material fact in any application with any Payor (including any Government Health Program) for any benefit or payment or for use in determining rights to any benefit or payment, or failed to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another. The Company and its Subsidiaries are, and have been since July 1, 2017, in compliance with the conditions of participation or conditions for coverage in each Payor program (including any Government Health Program) in which the Company and its Subsidiaries are enrolled or other participate or receive payment. Since July 1, 2017, neither the Company's nor any Subsidiary's right to receive reimbursement from any Payor has been terminated or otherwise materially and adversely affected as a result of any investigation or action by any Governmental Body, professional review organization, accrediting organization or certifying agency. Neither the Company nor any Subsidiary has received since July 1, 2017, any notice from a Payor of allegations that the Company or any Subsidiary has billed such Payor in excess of amounts allowed by any Healthcare Law other than in connection with a routine audit or post payment review by such Payor that has been resolved in compliance with applicable Healthcare Laws. Except as in the ordinary course of business, there are no pending appeals, adjustments, challenges, audits, litigation or notices of intent to recoup past or present reimbursements with respect to any Payor payments.

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(k) No Person has filed or, to the knowledge of the Company, has threatened to file against the Company and its Subsidiaries, an action under any federal or state whistleblower statute, including without limitation, under the False Claims Act, 31 U.S.C. §§ 3729-3733.

(l) To the knowledge of the Company, each healthcare practitioner that is or has been employed or contracted by the Company or any Subsidiary who is required by applicable Healthcare Laws to have a license or certification in order to provide professional services (i) is, and at all times during which such practitioner has provided any healthcare services to or on behalf of the Company or any Subsidiary has been, duly licensed and certified in each applicable jurisdiction as required by applicable Healthcare Law, (ii) has not been sanctioned, disciplined or had his or her license suspended, cancelled, revoked, withdrawn, or limited by any applicable Governmental Body, and (iii) no event has occurred, and fact, circumstance or condition exists that reasonably may result in the denial, loss, restriction, revocation, or rescission of any such license or certification. To the knowledge of Company, each healthcare practitioner is, has been, or was during the period of time which such healthcare practitioner provided services to or on behalf of the Company or any Subsidiary, duly certified to participate in, and has maintained appropriate participation in Governmental Health Programs, and no action is pending or threatened that may result in the discipline, suspension, revocation, or limitation by any applicable Governmental Body of such participation.

(m) The Company and its Subsidiaries, as applicable, providing healthcare services as Licensed Home Care Services Agencies pursuant to New York State Law, including but not limited to 10 NYCRR 765-1.16, when applicable, are actively serving, and have at all times during the last two (2) years served, at least twenty-five (25) patients.

5.21 Absence of Certain Commercial Practices; Anti-Corruption.

(a) At no time since July 1, 2017, has the Company or any of its Subsidiaries or any of its or their respective directors, officers, employees, or, to the knowledge of the Company, any of its or their other Representatives, agents or Persons acting for or on behalf of the Company or any of its Subsidiaries (i) violated any applicable Law relating to anti-bribery or anticorruption or that otherwise prohibits the corrupt payment to any government or public officials, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010 (all such applicable Laws, "Anticorruption Laws"), (ii) directly or indirectly, paid, offered, promised, authorized or agreed to give any monies, gift or other thing of value or benefit to (A) any official or employee of any Governmental Body (including an official or employee of any public international organization or of any business or enterprise owned by a Governmental Body), (B) any political party or employee or director thereof, or (C) any candidate for a political position or any political subdivision for the purpose of (1) influencing any act or decision of such Person described in clause (A), (B) or (C) above, including a decision to not comply with his, her or its official duties, (2) inducing such Person described in clause (A), (B) or (C) above to act or fail to act in violation of his, her or its legal duties, or (3) causing such Person described in clause (A), (B) or (C) above to influence any act or decision of any Governmental Body in order to obtain or retain business or direct business toward any Person, and (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any such violation or conducted any internal investigation with respect to any actual, potential or alleged violation of any Anticorruption Law.

(b) At no time since July 1, 2017, has any member of the Company or its Subsidiaries, or any of their respective directors, officers, employees or, to the knowledge of the Company, any of its or their representatives, agents or other Persons acting for or on behalf of the Company or its Subsidiaries (i) conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Body or similar agency with respect to any alleged act or omission arising under or relating to any potential noncompliance with any Anticorruption Law, or (ii) been the subject of current, pending or threatened investigation, inquiry or enforcement proceedings for violations of Anticorruption Laws, or received any notice, request, or citation for any actual or potential noncompliance with any Anticorruption Law.

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5.22 Employees.

(a) The Employees Schedule lists all of the directors, officers and employees of the Company and its Subsidiaries with annual base compensation in excess of two hundred thousand ($200,000) paid or payable by the Company or its Subsidiaries (the "Covered Employees"). Since the date of the Latest Balance Sheet, there has not been any material change in the compensation of the Covered Employees (except for compensation increases and decreases in the ordinary course of business). Since the date of the Latest Balance Sheet, neither the Company nor any of its Subsidiaries has taken any action which would constitute a "plant closing" or "mass layoff" within the meaning of WARN or issued any notification of a plant closing or mass layoff required by WARN. Neither the Company nor any of its Subsidiaries has experienced any material employment-related liability with respect to COVID-19.

(b) Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is party to or bound by any collective bargaining agreement with any labor organization in respect of employees of the Company or its Subsidiaries. Except as set forth on the Employees Schedule: (i) to the Company's knowledge, there are and within the past six (6) months have been no union organizing activities involving employees of the Company or any of its Subsidiaries; (ii) there are no pending or, to the Company's knowledge, overtly threatened strikes, work stoppages, walkouts, lockouts or similar material labor disputes, and no such disputes have occurred within the past three (3) years; and (iii) within the past six (6) months, neither the Company nor any of the Subsidiaries has committed a material unfair labor practice, and there are no pending or, to the Company's knowledge, overtly threatened, unfair labor practice charges or complaints against the Company or any of its Subsidiaries.

(c) The Company and its Subsidiaries are, and since the date of Latest Balance Sheet have been, in compliance in all material respects with all applicable Laws in respect of labor, employment and employment practices, terms and conditions of employment, obligations under any existing collective bargaining agreement applicable to any employee of the Company or any of its Subsidiaries, wages and hours, and occupational safety and health. There is no action, unfair labor practice complaint, grievance, or National Labor Relations Board charge pending or, to the Company's knowledge, threatened against the Company or any of its Subsidiaries relating to the employment of any of their respective employees, employment practices, or labor matters, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries. Since July 1, 2017, to the Company's knowledge, (i) no allegations of workplace sexual harassment have been made against any officer or director of the Company or any of its Subsidiaries, in each case, in their capacities as representatives of such entity, (ii) to the knowledge of the Company, there have been no complaints of sexual harassment reported to the human resources department of the Company or any of its Subsidiaries against any officer or director of the Company or any of its Subsidiaries and (iii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to any such allegations of sexual harassment or sexual misconduct with any employee of the Company or its Subsidiaries.

5.23 Suppliers. The Suppliers Schedule sets forth a list of the top twenty (20) suppliers of the Company and its Subsidiaries on a consolidated basis by dollar value of net purchases from such suppliers, for each of the fiscal year ended December 31, 2019 and the first eight months of the fiscal year 2020. Neither the Company nor any of its Subsidiaries has received any written or, to the Company's knowledge, oral indication from any of the suppliers listed on the Suppliers Schedule to the effect that any such supplier will stop, materially decrease the rate of, or materially change the payment or price terms with respect to, supplying products or services to the Company or any of its Subsidiaries. No such supplier has otherwise threatened in writing to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

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5.24 Payors. The Payors Schedule sets forth a list of the top fifteen (15) Payors of the Company and its Subsidiaries as measured by the fees received from such Payors, for the fiscal year ended December 31, 2019. Neither the Company nor any of its Subsidiaries has received any written or, to the Company's knowledge, oral indication from any of the Payors listed on the Payors Schedule to the effect that any such Payor (i) has cancelled, suspended, renegotiated pricing or material terms or otherwise terminated its relationship with the Company or any of its Subsidiaries, or (ii) has advised the Company or any of its Subsidiaries of its intention to cancel, suspend, renegotiate pricing or to diminish material terms or otherwise modify or terminate its relationship with the Company or any of its Subsidiaries, or to materially reduce its business or adversely change the terms upon which it pays for services from the Company or any of its Subsidiaries.

5.25 Accounts Receivable. All accounts receivable of the Company and its Subsidiaries shown on the Latest Balance Sheet represent, and the accounts receivable of the Company and its Subsidiaries outstanding on the Closing Date will represent, valid receivables in respect of sales actually made or services actually performed in bona fide transactions. The reserves for accounts receivable set forth in the Latest Balance Sheet have been calculated in accordance with GAAP and were determined on a basis consistent with the Company’s and its Subsidiaries’ historical methods and past practices in establishing such reserves. There is no contest, claim or right of set-off, other than in the ordinary course of business, under any contract with any obligor of any accounts receivable related to the amount or validity of such accounts receivable, and no bankruptcy, insolvency or similar proceedings have been commenced by or against any such obligor. All accounts payable by the Company or its Subsidiaries to third parties reflected on the Latest Balance Sheet have arisen in the ordinary course of business and no such account payable in excess of $50,000 is delinquent by more than ninety (90) days in its payment.

Article VI

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER

Each of Parent and the Purchaser represent and warrant to the Company and the Seller that:

6.01 Organization and Corporate Power. The Purchaser is a Delaware limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full 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 the Purchaser in connection with the transactions contemplated by this Agreement (the "Purchaser Documents") and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full 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 Parent in connection with the transactions contemplated by this Agreement and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby.

6.02 Authorization. The execution, delivery and performance of this Agreement and each of the Purchaser Documents by the Purchaser or Parent, as applicable, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Purchaser Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by the Purchaser and Parent, as applicable, and assuming that each of this Agreement and the Purchaser Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Purchaser Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Purchaser or Parent, as applicable, enforceable against the Purchaser and Parent in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity.

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6.03 No Violation. The execution, delivery and performance by the Purchaser and Parent of this Agreement and each Purchaser Document, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with and do not and will not result in any breach or default under, the Purchaser’s or Parent’s organizational or governing documents, or any applicable Law, rule or regulation of any Governmental Body to which the Purchaser or Parent is subject, or any material agreement, or instrument, or any license, franchise or permit by which the Purchaser or Parent is bound, or subject the Purchaser or Parent to any order, writ, injunction or decree, in each case, except as would not prevent or materially impair or materially delay the Purchaser’s or Parent’s ability to consummate the transactions contemplated hereunder or under the Purchaser Documents; provided, that the parties acknowledge that the Financing will require Parent to obtain consent of the lenders under the Parent Credit Facility.

6.04 Governmental Bodies; Consents. Except as set forth on the Governmental Consents Schedule, neither the Purchaser or Parent is required to submit any notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby. Except as set forth on the Governmental Consents Schedule, no consent, approval or authorization of any Governmental Body or any other Person is required to be obtained by the Purchaser or Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby; provided, that the parties acknowledge that the Financing will require Parent to obtain consent of the lenders under the Parent Credit Facility.

6.05 Litigation. There are no actions, suits or proceedings pending or, to the Purchaser's or Parent’s knowledge, overtly threatened against or affecting the Purchaser or Parent at law or in equity, or before or by any Governmental Body, which would prohibit, materially impair or materially delay the consummation of the transactions contemplated hereby.

6.06 Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Parent or the Purchaser, except for Persons whose fees and expenses shall be paid by Purchaser or Parent.

6.07 Investment Representation. The Purchaser is acquiring the Shares for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any securities Laws.

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6.08 Financing. Purchaser has delivered to the Company true and complete, fully executed copies of (a) executed commitment letter(s) (as the same may be amended in accordance with Section 8.07, the "Financing Commitments"), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the "Financing") (which may include up to $600,000,000 in bridge financing to be utilized in the event and to the extent the placement of high yield debt securities in a comparable amount (the "High-Yield Financing") is not consummated) and (b) the fee letter referred to in the Financing Commitment (provided that fee amounts, market flex and other terms may be redacted in a customary manner (but none of which redacted provisions adversely affect the availability of, impose additional conditions on, impair the validity of, or prevent or delay the consummation of, the Financing at the Closing)). As of the date of this Agreement, none of the Financing Commitments has been amended or modified and no such amendment or modification is contemplated (except as permitted by Section 8.07), and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Purchaser and, to the knowledge of Purchaser, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Financing other than as set forth in or contemplated by the Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Financing Commitments by Purchaser or, to the knowledge of Purchaser, any other party thereto. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Sections 3.01 and 3.02, Purchaser does not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Financing Commitments. Purchaser has fully paid any and all commitment fees or other fees required by the terms of the Financing Commitments to be paid on or before the date of this Agreement. Subject to the terms and conditions of the Financing Commitments and subject to the satisfaction of the conditions contained in Sections 3.01 and 3.02, the aggregate proceeds contemplated by the Financing Commitments will be sufficient for Purchaser to consummate the purchaser referred to in Section 2.01 of this Agreement upon the terms contemplated by this Agreement and pay all related fees and expenses (the "Required Amounts"). Purchaser expressly acknowledges and agrees that its obligation to consummate the transactions contemplated by this Agreement is not subject to any condition or contingency with respect to any financing or funding by any third party.

6.09 Sufficiency of Funds. Parent has sufficient cash on hand or from other sources to pay the Reverse Termination Fee.

6.10 Solvency. Assuming that the Company and each of its Subsidiaries are solvent as of immediately prior to the Closing, and that the representations and warranties set forth in Articles IV and V are true and correct in all respects as of the Closing, immediately after giving effect to the transactions contemplated by this Agreement, (i) the Company and each of its Subsidiaries will be able to pay their respective debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities) and (ii) the Company and each of its Subsidiaries will have adequate capital to carry on their respective businesses.

Article VII

COVENANTS OF THE COMPANY

7.01 Conduct of the Business.

(a) From the date hereof until the Closing or the earlier termination of this Agreement in accordance with Section 9.01, except as otherwise contemplated by this Agreement, as set forth on the Covenants Exceptions Schedule, or as consented to in advance in writing by the Purchaser, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its and its Subsidiaries' businesses in the ordinary course of business consistent with past practice, and use its commercially reasonable efforts to (ii) preserve substantially intact the business organization and assets of the Company and its Subsidiaries, and keep available the services of the current officers, employees and consultants of the Company and its Subsidiaries and (iii) preserve the current relationships of the Company and its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations.

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(b) From the date hereof until the Closing or the earlier termination of this Agreement in accordance with Section 9.01, except as otherwise contemplated by this Agreement, as set forth on the Covenants Exceptions Schedule or as consented to in writing in advance by the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned with respect to the following clauses (iv), (vi), (vii)(B), (ix), (xv), (xvi) and (xvii) only), the Company shall not, and shall cause each of its Subsidiaries not to:

(i) (A) amend or propose to amend the respective Governing Documents of the Company or any of its Subsidiaries in any manner or (B) split, combine or reclassify the capital stock or other equity interests of the Company or any of its Subsidiaries;

(ii) issue, sell, pledge, transfer or dispose of, or agree to issue, sell, pledge, transfer or dispose of, or subject to any Lien, any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or issue any shares of capital stock or equity interests of any class or issue or become a party to any subscriptions, warrants, rights, options, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other equity interests of the Company or any of its Subsidiaries (other than this Agreement and the agreements contemplated hereby), or grant any stock appreciation or similar rights;

(iii) redeem, purchase or otherwise acquire any outstanding shares of capital stock or other equity interests of the Company or any of its Subsidiaries or declare or pay any non-cash dividend or make any other non-cash distribution to any Person other than the Company or one (1) or more of its Subsidiaries on or prior to the Closing Date;

(iv) (A) grant to any employee of the Company or any of its Subsidiaries any increase in compensation, except (1) for pay increases, promotions, and bonuses made in the ordinary course of business and consistent with past practice for employees with a base salary rate less than $250,000 per year or (2) as may be required by applicable Law or the terms of any Plan; (B) grant any severance or termination payment to any director, officer or employee of the Company or any of its Subsidiaries; (C) modify or establish any Plan (or any arrangement that would constitute a Plan, if adopted), except (1) to the extent required by Law or the terms of any Plan existing as of the date hereof or (2) in connection with the annual renewal of any Welfare Plan in the ordinary course of business consistent with past practice; (D) terminate the employment of any employee in the position of vice president or above, other than for cause; (E) except as required by Law, modify or enter into any collective bargaining agreement or other contract with any labor organization or works council in respect of employees of the Company or its Subsidiaries; (F) implement any employee layoffs in violation of the WARN Act or announce, implement or effect any material reduction in labor force, group lay-off or early retirement program involving the termination of employment of employees of the Company or any of its Subsidiaries other than routine employee terminations; or (G) hire any employee whose annual base salary exceeds $200,000 or, other than in the ordinary course of business and consistent with past practice, any other employees;

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(v) sell, lease, transfer, or otherwise dispose of, any material property or material assets owned by the Company or any of its Subsidiaries, except for (A) the sale, lease, transfer or disposition of inventory or obsolete machinery, equipment, or other assets in the ordinary course of business consistent with past practice, (B) as to the Leased Real Property, the exercise of the Company's or any of its Subsidiaries' rights and remedies under any Lease, in the ordinary course of business consistent with past practice, including any expiration, termination, renewal, expansions, reductions or similar rights as to such Leased Real Property, and (C) the expiration of Intellectual Property in accordance with its statutory terms;

(vi) amend, terminate, fail to renew or waive any material right under, any contract listed on the Contracts Schedule;

(vii) enter into any agreement or contract with (A) a Related Party of the Company or the Seller or (B) with any Governmental Body;

(viii) acquire any business or Person, by merger or consolidation, purchase of assets or equity interests, or by any other manner, in a single transaction or a series of related transactions or enter into any material joint venture or partnership;

(ix) except in accordance with the currently approved capital budget of the Company and its Subsidiaries, commit or authorize any commitment to make any capital expenditures or incur any liability in respect thereof in excess of five hundred thousand dollars ($500,000) in the aggregate, or not fail to make material capital expenditures in accordance with such budget;

(x) make any change in any method of accounting or auditing practice or policy, including any working capital procedures or practices, other than changes required as a result of changes in GAAP or applicable Law as agreed by its independent public accountants;

(xi) accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except in the ordinary course of business consistent with past practice;

(xii) incur any, or amend in any material respect the terms of, any Indebtedness (excluding items in clauses (vii) and (viii) of the definition of Indebtedness that may be incurred under Section 7.01(b)(iv)) or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, except for (A) Indebtedness for borrowed money between or among the Company and its Subsidiaries or (B) borrowings or draws not to exceed $1,000,000 under existing revolving credit facilities in the ordinary course of business consistent with past practice; provided, that in no event shall the Company or any of its Subsidiaries incur, assume or guarantee any long-term indebtedness for borrowed money;

(xiii) make any loans, advances or capital contributions to, or investments in, any other Person other than loans, advances or capital contributions by the Company or any of its Subsidiaries (A) to any Subsidiary of the Company, or (B) to any employee in connection with travel, entertainment or related business expenses or other bona fide and customary out-of-pocket business expenses in each case incurred in the ordinary course of business consistent with past practice;

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(xiv) (A) make or change any material Tax election, (B) change any annual Tax accounting period, (C) change any material method of Tax accounting, (D) file any material amended Tax Return, (E) enter into any "closing agreement" with any taxing authority with respect to a material amount of Taxes, (F) settle any claim or assessment in respect of a material amount of Tax, or (G) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, in each case, to the extent such election, change, agreement, settlement, consent or other action would increase materially the Taxes of the Company or any of its Subsidiaries after the Closing;

(xv) cancel or terminate any material insurance policy naming it as a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage;

(xvi) take any action or fail to take any necessary action whereby any material Company Owned Intellectual Property becomes invalidated, abandoned, unenforceable or dedicated to the public domain, except for the expiration of Intellectual Property in accordance with its statutory term;

(xvii) commence any Action or settle any Action, other than any Action involving monetary relief only in an amount of $100,000 or less; and

(xviii) return or repay to any Governmental Body any Grant or take any action or fail to take any action in violation of the conditions or terms associated with such Grants, in each case, unless required to do so by applicable Law;

(xix) authorize, or commit or agree to take any action described in this Section 7.01(b).

7.02 Access to Books and Records. From the date hereof until the Closing or the earlier termination of this Agreement in accordance with Section 9.01, the Company, consistent with applicable Law, shall provide Parent and the Purchaser and its authorized Representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records of the Company and its Subsidiaries in order for Parent and the Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures); provided, further, that all requests for access shall be directed to David P. Middleton (as representative(s) for the Company) or such other person(s) as they may designate from time to time (each such person, an "Authorized Representative"); and provided, further, that such access shall not extend to any (i) sampling, investigation or analysis of soil, groundwater, building materials, indoor or outdoor air, or other environmental media of the sort generally referred to as a "Phase II" environmental investigation, (ii) trade secrets or other competitively sensitive information or (iii) information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege, or that would violate a Privacy Law, Healthcare Law, Privacy Agreement, or the Company's or any of its Subsidiaries' own written policies in existence as of the date hereof relating to privacy, data protection, and the collection and use of Personal Information collected, used, or held for use by the Company or its Subsidiaries (provided, that the Company shall use commercially reasonable efforts to make alternative arrangements to disclose such information in a manner that does not waive or violate such privilege, Law, contract or policy). Neither the Company nor the Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, other than to the extent expressly provided in the representations and warranties of the Seller and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.02 will be subject to the non-disclosure obligations of the Non-Disclosure Agreement.

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7.03 Section 280G.

(a) The Company and each of its Subsidiaries shall use commercially reasonable efforts to seek, prior to the initiation of the equityholder approval procedure described in Section 7.03(c), from each Person to whom any payment or benefit is required or proposed to be made that could constitute "parachute payments" under Section 280G(b)(2) of the Code and Treasury Regulations promulgated thereunder ("Section 280G Payments"), a written agreement waiving such Person's right to receive some or all of such payment or benefit (the "Waived Benefits"), to the extent necessary so that all remaining payments and benefits applicable to such Person shall not be deemed a parachute payment, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the equityholders of any of the Company and its applicable Subsidiaries in a manner that complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations issued thereunder.

(b) In connection with the foregoing, the Purchaser shall provide the Seller with all information and documents necessary to allow the Company and each of its Subsidiaries to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Purchaser or any of its respective Affiliates ("Purchaser Payments"), together with all Section 280G Payments, could reasonably be considered to be "parachute payments" within the meaning of Section 280G(b)(2) of the Code at least ten (10) Business Days prior to the Closing Date (and shall further provide any such updated information as is necessary prior to the Closing Date). The Seller shall provide drafts of all disclosure documents, waivers, "parachute payment" calculations and other relevant documents to Purchaser for review prior to obtaining such waivers or soliciting such vote and will implement any reasonable comments timely provided by Purchaser for incorporation into such waivers and documents.

(c) Prior to the Closing, the Company and each of its Subsidiaries shall use their commercially reasonable efforts to obtain the approval by such number of equityholders of such Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in Section 7.03(a) to receive or retain, as applicable, such Person's Waived Benefits, provided, that in no event shall this Section 7.03 be construed to require the Company or any of its Subsidiaries to compel any Person to waive any existing rights under any contract or agreement that such Person has with the Company, such Subsidiary or any other Person, and in no event shall the Company or any of its Subsidiaries be deemed in breach of this Section 7.03 if any such Person refuses to waive any such rights or if the equityholders fail to approve any Waived Benefits.

(d) Notwithstanding anything to the contrary in this Section 7.03 or otherwise in this Agreement, to the extent the Purchaser has provided misinformation, or the Purchaser's omission of information has resulted in misinformation, with respect to any Purchaser Payments, (i) there shall be no breach of the representation contained in Section 5.14(i) or the covenant contained herein and (ii) for all purposes of this Agreement, including the calculation of any Taxes pursuant to Article XII, no payment by, or benefit provided to, any "disqualified individual" with respect to whom such misinformation or omission was provided shall be a "parachute payment" under Section 280G(b) of the Code.

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7.04 Exclusive Dealing. During the period from the execution and delivery of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Section 9.01, neither the Seller nor the Company shall, and the Seller and the Company shall cause their respective Subsidiaries, Affiliates and Representatives not to, (i) take any action, directly or indirectly, to solicit, initiate, participate in, encourage or engage in discussions or negotiations with, or provide any information to, any Person (other than the Purchaser and its Affiliates and Representatives) concerning any purchase of the Shares or any merger, sale of substantial assets, recapitalization, reorganization or similar business transaction or combination involving the Company or any of its Subsidiaries (other than assets and services sold in the ordinary course of business) or (ii) enter into, maintain, participate in, facilitate or continue discussions or negotiations regarding, or furnish or disclose to any Person any information in connection with the acquisition of any of the equity interests of the Company or any of its Subsidiaries or any material portion of the assets of the Company or any of its Subsidiaries, or any recapitalization, reorganization or other extraordinary business transaction or combination involving the Company or any of its Subsidiaries (including any acquisition structured as a merger, consolidation or share exchange) (collectively, a "Third-Party Transaction"), and the Company and the Seller shall not, and the Company and the Seller shall cause their respective Subsidiaries, Affiliates and Representatives not to, enter into any letter of intent, purchase agreement, merger agreement or other similar agreement with any Person other than Purchaser or its Affiliates with respect to the acquisition of all or a portion of the Company and its Subsidiaries. The Seller and the Company immediately shall cease, and cause their Affiliates and Representatives to cease, and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller or the Company shall notify Purchaser promptly, but in any event within twenty-four (24) hours, orally and in writing if any proposal or offer, or any inquiry or other contact with any Person is made concerning any Third-Party Transaction. Any such notice to Purchaser shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact (except to the extent expressly prohibited by any confidentiality agreement of the Company then in effect with such Person) and the terms and conditions of such proposal, offer, inquiry or other contact. The Seller shall not, and shall cause the Company and each of its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller or the Company or any of its Subsidiaries is a party, without the prior written consent of the Purchaser.

7.05 Financing Cooperation.

(a) The Company shall use its commercially reasonable efforts to provide, and shall cause its Subsidiaries to provide and use commercially reasonable efforts to cause its and their respective officers, employees, and Representatives to use their commercially reasonable efforts to provide, at Purchaser’s sole cost and expense, to Parent and Purchaser all cooperation reasonably requested by Parent and Purchaser and/or the Financing Sources that is necessary, proper or advisable in connection with the Financing or the High-Yield Financing to the extent customary in connection with the arrangement of financing similar to the Financing, including:

(i) the senior management team of the Company participating in a reasonable number of meetings and presentations on reasonable advance notice and at reasonable locations, and reasonably cooperating with the marketing efforts of Parent, Purchaser and the Financing Sources, including participation in a reasonable number of road shows and meetings with prospective lenders and investors, in each case in connection with the Financing;

(ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda, business projections, lender and investor presentations and similar documents required in connection with the Financing including information relating to the business, financial condition, results of operations, legal affairs and regulatory regime applicable to the Company, as well as information relating to risks associated with operation of its business;

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(iii) furnishing Parent, Purchaser (including for filing with the Securities and Exchange Commission, if and to the extent required, and to be included in any offering memorandum related to the Financing) and the Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or Purchaser to the extent customarily included in a bank information memorandum, private placement memorandum or lender presentations in connection with the arrangement of financing similar to the Financing, including (1) (A) the Financial Statements and, (B) unaudited consolidated balance sheets and related statements of operations and comprehensive income, stockholders’ equity and cash flows of the Company for each subsequent interim quarterly period (other than the final quarter of any fiscal year) ended at least forty-five (45) days prior to the Closing Date (and the corresponding period for the prior fiscal year), and all other financial statements, pro forma financial information, financial data, audit reports and other financial information of the type required by Regulation S-X and Regulation S-K under the Securities Act of 1933 (as amended, the "Securities Act") for registered offerings of debt securities and of the type and form customarily included in offering documents used in private placements pursuant to Rule 144A under the Securities Act (including, to the extent applicable with respect to such financial statements, the report of the Company’s auditors thereon and related management’s discussion and analysis of financial condition and results of operations) to consummate the offering(s) of debt securities and/or syndication of credit facilities, as applicable, contemplated by the Financing Commitments (provided, that in no circumstance shall the Company be required to provide subsidiary financial statements or any other information of the type required by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, executive compensation disclosure required by Regulation S-K Item 402(b) or other information customarily excluded from a Rule 144A offering memorandum) or (2) as otherwise necessary in order to receive customary "comfort" (including "negative assurance" comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Financing Commitments;

(iv) using commercially reasonable efforts to obtain accountants’ comfort letters and consents to the use of accountants’ audit reports relating to the Company and its Subsidiaries;

(v) reasonably facilitating the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent and Purchaser in connection with the Financing, including causing each of the Company’s Subsidiaries that are licensed to operate in New York to approve the subsidiary guarantees and other agreements ancillary to the Financing as may be reasonably requested by Parent and Purchaser in connection with the Financing;

(vi) providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders (subject to reasonable confidentiality provisions) and, with respect to any public-side version of such information, confirming that such version does not contain information that is not material with respect to the Company or its securities for purposes of United States federal and state securities laws (the "Authorization Letters");

(vii) to the extent requested in writing at least three (3) Business Days prior to the Closing Date, furnishing to Parent and the Purchaser, for distribution to the Financing Sources, information reasonably required by any Financing Source for compliance with applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001 and the "Beneficial Ownership Regulation";

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(viii) cooperating reasonably with the due diligence of the Financing Sources or any underwriters of any other financing of Parent or Purchaser in connection with the Financing, to the extent customary and reasonable and to the extent not unreasonably interfering with the ongoing operations of the Company, including providing information relating to and participating in due diligence sessions covering, the business, financial condition, results of operations, legal affairs and regulatory regime applicable to the Company, as well as information relating to risks associated with operation of its business;

(ix) if Dixon, Hughes Goodman LLP shall have withdrawn its audit opinion with respect to any of the Audited Financial Statements, furnishing Parent, the Purchaser and the Financing Sources with new unqualified audit opinions with respect to such financial statements by Dixon Hughes Goodman LLP or another nationally recognized independent public accounting firm;

(x) if (A) (1) any of the financial statements in the Audited Financial Statements shall have been restated or (2) the Company, any governing body of the Company or Dixon Hughes Goodman LLP shall have determined that a restatement of any such financial statements is required and (B) the Company or Dixon Hughes Goodman LLP, as applicable, has not subsequently determined and confirmed in writing to the Purchaser that no restatement shall be required in accordance with GAAP, furnishing the Purchaser and the Financing Sources with such restated financial statements;

(xi) cooperating with Parent and the Purchaser to obtain ratings for the Financing; and

(xii) cooperating with Parent and the Purchaser to satisfy the conditions precedent to the Financing to the extent within the control of the Company.

(b) Notwithstanding the foregoing or anything set forth in this Agreement, (A) nothing shall require such cooperation as described in Section 7.05(a) to the extent it would, in the Company’s good faith judgment, unreasonably interfere with the business or operations of the Company or its Subsidiaries and (B) neither the Company nor any of its Subsidiaries shall be required to, or be required to commit to, (1) take any action that is not contingent upon the Closing or enter into or execute any agreement or document (other than the Authorization Letters) unless the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing, (2) take any corporate action (including any board approvals) in connection with the Financing, (3) take any action that would result in any officer, director or other Representative of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Financing, (4) deliver or cause the delivery of any legal opinions or any certificate as to solvency or any other certificate necessary for the Financing, (5) waive or amend any terms of this Agreement or take any action that would otherwise cause any breach of this Agreement, (6) take any action that would conflict with any applicable Law, the organizational documents of the Company or its Subsidiaries or result in the contravention of, or would reasonably be expected to result in the violation or breach of, or default under, any material contract to which the Company or any of its Subsidiaries is a party or (7) prepare, assist in the preparation of, or otherwise provide any information that is not in the possession or control of the Company or any other information to the extent such disclosure (x) would result in a waiver of attorney client privilege, work product doctrine or similar privilege or (y) would violate any confidentiality obligation of the Company. All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 7.05 shall be kept confidential in accordance with the Non-Disclosure Agreement, except that Parent and Purchaser shall be permitted to disclose such information in accordance with the Financing Commitments. None of the Company or any of its Subsidiaries shall be required to bear any cost or expense, pay any commitment or other similar fee or make any other payment or incur any other liability prior to the Closing.

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(c) Parent shall reimburse the Company for its reasonable out-of-pocket fees and expenses incurred pursuant to this Section 7.05 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses incurred or suffered by them in connection with any actions taken pursuant to this Section 7.05; provided, that Parent shall not have any obligation to indemnify and hold harmless any such party or Person to the extent that any such damages suffered or incurred arose from historical financial information provided by the Company that is determined to have contained a material misstatement or omission.

(d) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, that such logos shall be used in a manner that is not intended to or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries.

(e) Notwithstanding anything to the contrary, the condition set forth in Section 3.01(d), as it applies to the Company’s obligations under this Section 7.05, shall be deemed satisfied unless the Financing has not been obtained primarily as a result of the Company’s willful and material breach of its obligations under this Section 7.05. As used in this Section 7.05(e), "willful and material breach" means a deliberate act or failure to act, which act or failure to act constitutes in and of itself a material breach of this Agreement, regardless of whether breaching this Agreement was the conscious object of the act or failure to act.

7.06 Confidentiality. For a period of five (5) years following the Closing Date, Seller shall not, and Seller shall cause its Affiliates and shall direct its Representatives not to, use for its or their own benefit or divulge or convey to any third party, any Confidential Information; provided, that Seller or its Affiliates may furnish such portion (and only such portion) of the Confidential Information as Seller or such Affiliate reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a Governmental Body; (ii) to the extent not inconsistent with such request, it notifies Purchaser of the existence, terms and circumstances surrounding such request and consults with Purchaser on the advisability of taking steps available under applicable Law to resist or narrow such request; (iii) it exercises its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information; and (iv) disclosure of such Confidential Information is required to prevent Seller or such Affiliate from being held in contempt or becoming subject to any other penalty under applicable Law. For purposes of this Agreement, "Confidential Information" consists of all information and data relating to the Company or its Subsidiaries or the transactions contemplated hereby (other than data or information that is or becomes available to the public other than as a result of a breach of this Section 7.06).

7.07 Seller Release. Effective as of the Closing, the Seller, on its own behalf and on behalf of the Seller’s past, present and future equity holders, Affiliates, employees and their respective successors and assigns claiming by or through the Seller, hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company, Parent, the Purchaser and their respective past, present and future directors, managers, members, equity holders, officers, employees, agents, Subsidiaries, Affiliates, attorneys, Representatives, successors and assigns, from any and all claims (including any derivative claim on behalf of any Person), Actions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, fees, expenses, judgments, executions, indemnification rights, claims and demands arising out, relating to, against or in any way connected with the Company or any of its Subsidiaries, in respect of any and all agreements, liabilities or obligations entered into or incurred on or prior to the Closing Date, or in respect of its ownership of Shares, or any event occurring or circumstances existing on or prior to the Closing Date, whether or not relating to claims pending on, or asserted after, the Closing Date, including any claims relating to the entry into this Agreement; provided, that the foregoing release does not extend to, include or restrict or limit in any way, and the Seller hereby reserves the Seller’s rights, if any, to pursue any and all claims, actions or rights that such Seller may now or in future have solely on account of rights of the Seller under (a) this Agreement or any other documents entered into in connection herewith or (b) any applicable liability insurance policy covering the directors, officers and/or similar functionaries of the Seller or any Subsidiary of the Seller or in respect of any right to indemnification or advancement of expenses pursuant to any of the Governing Documents of the Seller or any Subsidiary of the Seller.

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7.08 Termination of Related Party Agreements. On or prior to the Closing, the Company and the Seller shall take all actions as may be necessary to cause the Management Agreement and each other contracted listed on the Affiliated Transaction Schedule to be terminated in its entirety effective as of, or prior to, the Closing with no further amount or obligation being owed by the Company or any of its Affiliates thereunder. In any event, the parties agree that all such contracts shall be deemed terminated, effective upon the Closing, without any further action, shall be of no force and effect after the Closing and all obligations and liabilities thereunder shall be deemed to have been satisfied and terminated as of the Closing. The Company and each of its Subsidiaries shall take all actions as may be necessary or advisable to settle and eliminate all accounts, arrangements, obligations or balances between the Company and its Subsidiaries, on the one hand, and any Related Party of the Company or its Subsidiaries or the Seller (excluding the Company or any of its Subsidiaries), on the other hand, effective as of the Closing, and, in any event, the parties agree that all such accounts, arrangements, obligations or balances shall be deemed settled and eliminated, effective upon the Closing, without any further action, and all obligations and liabilities related thereto shall be deemed to have been satisfied as of the Closing. Notwithstanding the foregoing, in no event shall any of the following be required to be terminated in accordance with this Section 7.08: (i) this Agreement or any Company Document; or (ii) any contracts or liabilities relating to employment relationships with employees and officers of the Company or its Subsidiaries who will continue to be employed after the Closing and the payment of compensation and benefits in the ordinary course of business of the Company or its Subsidiaries to such Persons.

7.09 Consents. The Seller and the Company shall, or shall cause the Subsidiaries of the Company to, give promptly such notice to third parties and to use reasonable best efforts to obtain such third party consents and estoppel certificates listed on the Authorization Schedule as the Purchaser may in its reasonable discretion request in connection with the transactions contemplated by this Agreement and the Company Documents. The Purchaser shall cooperate with and assist the Seller and the Company in giving such notices and obtaining such consents and estoppel certificates; provided, neither Parent nor the Purchaser shall have any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Purchaser in its reasonable discretion may deem adverse to the interests of the Purchaser or the Company or any of its Subsidiaries.

7.10 Resignation Letter. If requested in writing by Purchaser, the Company shall obtain and deliver to Purchaser at the Closing, in form reasonably satisfactory to Purchaser, resignations effective as of the Closing executed by each requested director and officer of Company and its Subsidiaries in office immediately prior to the Closing.

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Article VIII

COVENANTS OF THE PURCHASER

8.01 Access to Books and Records. For a period of six (6) years after the Closing, the Purchaser shall, and shall cause each of the Company and its Subsidiaries to, provide the Seller and its agents and advisors with reasonable access (for the purpose of examining and copying), during normal business hours, and upon reasonable advance written notice, to the financial and tax-related books and records of the Company and its Subsidiaries with respect to periods or occurrences prior to the Closing Date for purposes of complying with any applicable tax, financial reporting or regulatory requirements or any other reasonable business purpose; provided, that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures); provided, further, that such access shall not extend to any (i) trade secrets or other competitively sensitive information or (ii) information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided, that the Company shall use commercially reasonable efforts to make alternative arrangements to disclose such information in a manner that does not waive or violate such privilege). Parent, the Purchaser, the Company and its Subsidiaries shall be permitted to dispose of any such book, record or other document; provided, that prior to such disposition, Parent or Purchaser offers Seller an opportunity to copy such items at least ten (10) days prior to such disposition.

8.02 Director, Manager and Officer Liability and Indemnification.

(a) Prior to or simultaneously with the Closing, the Seller shall, or shall cause the Company (with the costs and expenses to be borne 50% by Seller and 50% by Parent) to purchase from an insurance carrier a prepaid insurance policy (i.e., "tail coverage") which provides directors and officers insurance coverage for each of the individuals who were officers, directors, managers or similar functionaries of the Company or any of its Subsidiaries at or prior to the Closing on terms not materially less favorable, in the aggregate (including with respect to policy limit and scope) as the policy or policy(ies) maintained by the Company or any of its Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the "D&O Tail Policies"); provided, that in no event shall the aggregate premium for the D&O Tail Policies exceed an amount equal to three-hundred percent (300%) of the annual premiums currently paid by the Company and its Subsidiaries for such insurance and, if such amount is insufficient for such coverage, the Seller shall, or shall cause the Company (with the costs and expenses to be borne 50% by Seller and 50% by Parent) to obtain "tail" insurance policies with the greatest coverage available at such cost.

(b) For a period of six (6) years after the Closing, the Purchaser shall not, and shall not permit the Company and its Subsidiaries to, amend, repeal or otherwise modify any provision in the Company's or any of its Subsidiaries' certificate or certificate of incorporation or formation, bylaws or limited liability company agreement (or equivalent governing documents) relating to the exculpation or indemnification of any officers, directors, managers or similar functionaries (unless to provide for greater exculpation or indemnification or unless required by Law), it being the intent of the parties hereto that the current and former officers, directors, managers and similar functionaries of the Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification (including with respect to advancement of expenses) to the full extent of the Law.

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(c) If the Company, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company shall use commercially reasonable efforts to make proper provisions so that the successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 8.02.

(d) Notwithstanding anything in this Agreement to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Closing Date) is made against any individual who was an officer, director, manager or similar functionary of the Company or its Subsidiaries at or prior to the Closing or any other party covered by directors' and officers' liability insurance, on or prior to the sixth (6th) anniversary of the Closing, the provisions of this Section 8.02 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.

(e) The provisions of this Section 8.02 are intended for the benefit of, and will be enforceable by (as express third party beneficiaries), each current and former officer, director, manager or similar functionary of each of the Company and its Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.

8.03 Contact with Business Relations. Except as previously authorized, Parent and the Purchaser shall not (and shall not permit any of its employees or Affiliates to, and shall direct its agents and representatives (acting in their capacities as such) not to) contact any officer, director, manager, employee, (in each case, other than an Authorized Representative) or customer, supplier, distributor or payor prior to the earlier of the Closing or the termination of this Agreement regarding the transactions contemplated hereby without the prior consent and coordination of David P. Middleton or the President, Chief Executive Officer or the Chief Financial Officer of the Company (as representative for the Company) (not to be unreasonably delayed, conditioned or withheld). Notwithstanding the foregoing, nothing in this Agreement shall restrict Parent or the Purchaser’s (or any of its employees or Affiliates) contacts made in good faith (i) with any Person in the ordinary course of business and consistent with past practices that is unrelated to the transactions contemplated hereby or (ii) with members of management of the Company or its Subsidiaries for the purpose of transition and integration planning.

8.04 Continuing Confidentiality. Parent shall remain bound by that certain letter agreement, dated as of February 14, 2020, with Parent and AM Holdco, Inc. (the "Non-Disclosure Agreement") prior to the Closing; provided, that the Non-Disclosure Agreement shall terminate automatically upon the Closing.

8.05 Payments to Certain Individuals. In order to ensure compliance with applicable Tax requirements, notwithstanding anything to the contrary herein, any payments that are compensatory for Income Tax purposes and made in connection with the transactions contemplated hereby to any individual employed by the Company or any of its Subsidiaries shall be made through the payroll processing system of the Company and its Subsidiaries.

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8.06 Access and Investigation. The Purchaser and its Representatives (a) have had access to and the opportunity to review all of the documents in the "Project Socrates" data room maintained by Intralinks on behalf of the Company, and (b) have been afforded reasonable access to the books and records and certain officers, directors, employees and other Representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and its Non-Recourse Parties have conducted to Purchaser's reasonable satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, each of its Subsidiaries and any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser and its Non-Recourse Parties (i) have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Seller and the Company expressly and specifically set forth in Article IV and Article V or contained in any certificate delivered by the Seller and/or the Company at the Closing, respectively, as qualified by the Disclosure Schedules, and (ii) have not relied on any other representations, warranties or statements of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of the Company, the Seller or any of their respective Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Parties in certain "data rooms" or presentations, including "management presentations"). In connection with the transactions contemplated hereby, the Purchaser has been represented by, and adequately consulted with, legal counsel of its choice and the Purchaser and such counsel has carefully read this Agreement and been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser has knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 8.06 and Section 10.01. The parties acknowledge and agree that nothing in this Section 8.06 shall in any way limit the Purchaser’s remedies in respect of Fraud for breaches of the representations or warranties made by the Seller and the Company contained in this Agreement or in any certificate delivered by such Person at Closing pursuant to this Agreement.

8.07 Financing.

(a) Purchaser shall use its commercially reasonable best efforts to arrange the Financing on the terms and conditions described in the Financing Commitments (including any flex provisions applicable thereto), including using commercially reasonable efforts to (A) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (B) satisfy on a timely basis all conditions applicable to Purchaser in the Financing Commitments that are within its control (or obtain the waiver of conditions applicable to Purchaser contained in the Financing Commitments), (C) maintain in full force and effect the Financing Commitments in accordance with the terms thereof and (D) draw down upon and consummate the Financing contemplated by the Financing Commitments at or prior to the Closing. Notwithstanding the foregoing, upon effectiveness of any Parent Credit Facility Amendment, upon either (a) prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed (it being understood that the Seller may withhold its consent to the extent that the conditions to borrowing under the Parent Credit Facility are less favorable in any respect when compared to those conditions precedent set forth in the Financing Commitments as in effect on the date hereof)), Purchaser may terminate any portion of the commitments under the Financing Commitments on a dollar-for-dollar basis with the aggregate amount of available and undrawn commitments under the Parent Credit Facility or (b) subject to prior written notice to Seller, borrowing under the Parent Credit Facility such amounts that are escrowed for purposes of consummation of the transactions contemplated by this Agreement, Purchaser may terminate any portion of the commitments under the Financing Commitments on a dollar-for-dollar basis with such amounts that are escrowed; provided, that, (1) the conditions to the release of such proceeds from escrow as described in this clause (b) are no less favorable to Purchaser in any respect when compared to those set forth in the Financing Commitments as in effect on the date hereof and (2) the aggregate amount of the Financing following such reduction, together with other financial resources available to Purchaser (including amounts funded into an escrow account with release provisions no less favorable in any respect to Purchaser than the conditions precedent set forth in the Financing Commitments as in effect on the date hereof), is sufficient to consummate the transactions contemplated by this Agreement.

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(b) Purchaser shall keep the Company informed on a reasonably current basis and in reasonable detail with respect to all material activity and developments concerning the status of its efforts to arrange the Financing. Purchaser shall give Seller prompt notice of (i) any actual or threatened material breach by any party to the Financing Commitment of which Purchaser becomes aware, (ii) any termination of the Financing Commitment or (iii) all or any portion of the Financing becoming unavailable for any reason.

(c) Purchaser shall not agree to any amendment, supplement, waiver or other modification of any provision under Financing Commitment without the prior written consent of the Seller if such amendment, supplement, waiver or modification would (i) reduce the aggregate amount of the Financing to less than the amount required to fund the Required Amounts, (ii) impose new or additional conditions or expand any of the conditions to the receipt of the Financing or (iii) materially and adversely affect the ability of Purchaser to enforce its rights against the other parties to the Financing Commitment. For the avoidance of doubt, Purchaser may modify, amend or supplement the Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents, documentation agents or entities in similar roles without modifying any other terms of the Financing Commitment. Upon any amendment, supplement, waiver or other modification of the Financing Commitment, Purchaser shall promptly deliver a copy thereof to the Company.

(d) In the event that all or any portion of the Financing becomes unavailable on the terms and conditions (including any market flex provisions applicable thereto) described in or contemplated by the Financing Commitment for any reason, Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange to obtain alternative financing in an amount (together with all other sources of cash that will be available to Purchaser on the Closing Date) sufficient to fund the Required Amounts, which would not contain conditions that are materially less beneficial to Purchaser, would not involve any conditions to funding the Financing of the type that are not contained in the Financing Commitment and would not reasonably be expected to prevent, impede or materially delay the consummation of the Financing or the transactions contemplated by this Agreement; provided that Purchaser shall not be required to pay any fees or expenses materially in excess of those contemplated by the Financing Commitment as in effect on the date hereof.

(e) Other than for purposes of Section 6.08, references herein to "Financing Commitment" shall include any commitment with respect to any alternative financing and include and mean such documents as amended, modified, supplemented or waived in compliance with this Section 8.07, and references to "Financing" shall include and mean the financing contemplated by such Financing Commitment, as amended, modified, supplemented or waived in compliance with this Section 8.07, as applicable.

(f) Notwithstanding any other provision of this Agreement to the contrary, Purchaser may substitute the cash proceeds received by Purchaser or any Subsidiary of Purchaser but only to the extent such cash proceeds are funded into an escrow account with release provisions no less favorable to Purchaser in any respect compared to those conditions precedent set forth in the Financing Commitments as in effect on the date hereof from consummated debt or equity offerings or asset sales, for all or any portion of the Financing by reducing commitments under the Financing Commitments, provided, that the aggregate amount of the Financing following such reduction, together with other financial resources available to Purchaser (including amounts funded into an escrow account with release provisions no less favorable in any material respect to Purchaser than the conditions precedent set forth in the Financing Commitments), is sufficient to consummate the transactions contemplated by this Agreement.

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Article IX

TERMINATION

9.01 Termination. This Agreement may be terminated at any time prior to the Closing as follows, and in no other manner:

(a) by mutual written consent of the Purchaser, on the one hand, and the Company and the Seller, on the other hand;

(b) by the Purchaser, on the one hand, or by the Company and the Seller, on the other hand, by written notice to the other, upon the issuance by any Governmental Body of an order, decree or ruling or its taking of any other action restraining, enjoining or otherwise prohibiting the consummation of the Closing, which order, decree, ruling or any other action shall have become final and non-appealable and which renders a condition set forth in Section 3.01(d), Section 3.01(j), Section 3.02(b) or Section 3.03 incapable of being satisfied; provided, that no termination may be made under this Section 9.01(b) if the issuance of such order, decree, ruling or such other action shall have been caused primarily and directly by a material breach of this Agreement by the terminating party;

(c) by the Purchaser, on the one hand, or by the Company or the Seller, on the other hand, if the Closing shall not have occurred on or before February 1, 2021 (the "Outside Date"); provided, however, that no termination may be made under this Section 9.01(c) if the failure to close shall have been caused primarily and directly by a material breach of this Agreement by the action or inaction of the terminating party;

(d) by the Purchaser, by written notice to the Seller and the Company, upon a breach of any covenant or agreement on the part of the Seller or the Company set forth in this Agreement, or if any representation or warranty contained in Article IV or Article V shall be or have become untrue or inaccurate, in either case, such that any of the conditions set forth in Section 3.01 or Section 3.03 would not be satisfied, and any such breach, untruth or inaccuracy is not cured within thirty (30) days of delivery of such notice; provided, however, that the right to terminate this Agreement pursuant to this Section 9.01(d) shall not be available if the failure of the Purchaser to fulfill any obligation under this Agreement shall have been the primary cause of the failure of such condition to be satisfied on or prior to such date;

(e) by the Seller, by written notice to the Purchaser, upon a breach of any covenant or agreement on the part of the Purchaser set forth in this Agreement, or if any representation or warranty of the Purchaser shall be or have become untrue or inaccurate, in either case, such that any of the conditions set forth in Section 3.02 or Section 3.03 would not be satisfied, and any such breach, untruth or inaccuracy is not cured within thirty (30) days of delivery of such notice; provided, however, that the right to terminate this Agreement pursuant to this Section 9.01(e) shall not be available if the failure of the Seller or the Company to fulfill any obligation under this Agreement shall have been the primary cause of the failure of such condition to be satisfied on or prior to such date; or

(f) by the Seller if (i) all of the conditions to Closing set forth in Sections 3.01 and 3.03 were satisfied or waived by the Purchaser in writing as of the date the Closing should have been consummated pursuant to the terms of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, each of which would be satisfied or duly waived by the Purchaser if the Closing Date were the date that the notice of termination of this Agreement is delivered by the Seller to the Purchaser), (ii) the Purchaser does not consummate the transactions contemplated by this Agreement on the day the Closing is required to occur pursuant to Section 2.02, (iii) the Seller has irrevocably confirmed to the Purchaser in writing at least three (3) Business Days prior to seeking to terminate this Agreement pursuant to this Section 9.01(f) that (A) all of the conditions to the Seller’s and the Company’s obligations to consummate the Closing have been fully satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing and could have been satisfied or would have been duly waived assuming a Closing would occur) and (B) the Seller and the Company are ready, willing and able to cause the Closing to occur on the date of such written notice and throughout the immediately subsequent three (3) Business Day period and (iv) the Purchaser fails to complete the Closing within three (3) Business Days after the delivery of the confirmation by the Seller required by the foregoing clause (iii) above.

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9.02 Effect of Termination. If this Agreement is terminated pursuant to Section 9.01, this Agreement shall become void and of no further force and effect (other than Article I, Section 8.04, this Section 9.02, Section 9.03, Section 13.02, Section 13.11 and Section 13.17, which shall survive the termination of this Agreement) without any liability or obligation on the part of any party hereto, (a) other than liabilities and obligations under the Non-Disclosure Agreement and (b) except, subject to the limitations set forth in Section 9.03(c), that no such termination shall relieve the Seller or the Company of any liability for damages resulting from any willful breach by such party of this Agreement. For purposes of clarification, in the event of termination of this Agreement, the Financing Sources will have no liability to the Company, Seller, or any of its or their respective Affiliates hereunder or under the Financing Commitment or otherwise relating to or arising out of the transactions contemplated by this Agreement.

9.03 Reverse Termination Fee; Limitation on Liability

(a) In the event that this Agreement is terminated by the Seller pursuant to Section 9.01(e) or Section 9.01(f), Parent shall pay to the Seller a fee of $34,500,000 (the "Reverse Termination Fee"). Payment of the Reverse Termination Fee shall be made as promptly as reasonably practicable after termination of this Agreement pursuant to Section 9.01(e) or Section 9.01(f) (and, in any event, within two (2) Business Days thereof) by wire transfer of same-day funds to the account designated by the Seller to Parent in writing. The parties hereto acknowledge and agree that in no event shall Parent be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse Termination Fee may be payable under more than one provision of this Agreement at the same or at different times or for the occurrence of different events.

(b) Each of the parties hereto acknowledges and agrees that (i) the agreements contained in Section 9.03 are an integral part of this Agreement and the transactions contemplated hereby and (ii) in light of the difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this Agreement pursuant to Section 9.01(e) or Section 9.01(f), the right to payment of the Reverse Termination Fee constitutes a reasonable estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and not a penalty).

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(c) Notwithstanding anything to the contrary in this Agreement, if Parent or the Purchaser breaches this Agreement (whether such breach is intentional and material, unintentional, willful or otherwise or is a willful breach) or fails to perform hereunder (whether such failure is intentional and material, unintentional, willful or otherwise or is a willful breach), the Seller’s and the Company’s right to: (i) seek an injunction, specific performance or other equitable relief in accordance with the terms and limitations of Section 13.18; or (ii) terminate this Agreement and receive the Reverse Termination Fee if payable pursuant to Section 9.03(a) shall be the sole and exclusive remedies (whether such remedies are sought in equity or at law, in contract, in tort or otherwise) of the Seller, the Company or any other Person against Parent, the Purchaser and its former, current and future equityholders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current and future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current and future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing (each of the foregoing, a "Purchaser Related Party," and collectively, the "Purchaser Related Parties") or the Financing Source Parties for any losses arising out of or related to this Agreement (or any breach of any representation, warranty, covenant, agreement or obligation contained herein), the transactions contemplated by this Agreement (or any failure of such transactions to be consummated), the Financing Commitments, the Financing contemplated therein (or any failure of such financings to be consummated), or in respect of any oral representations made or alleged to be made in connection with this Agreement, the Financing Commitments, the transactions contemplated herein or therein or otherwise; provided that in no event shall Parent or Purchaser have any monetary liability or obligations in connection with the transactions contemplated by this Agreement in the aggregate in excess of the amount of the Reverse Termination Fee and in no event shall the Seller, the Company or any Related Party of the Company or the Seller seek, directly or indirectly, to recover against any Purchaser Related Parties or Financing Source Parties, or compel payment by any Financing Source Party or Purchaser Related Parties of, any damages or other payments whatsoever and in no event shall the Company or any Related Party of the Seller or the Company seek, directly or indirectly, to recover against Parent or Purchaser, or compel payment by Parent or Purchaser of, any damages or other payments in excess of the amount of the Reverse Termination Fee; provided, further, that nothing in this Section 9.03(c) will limit the right of AM Holdco, Inc. to bring or maintain, or receive damages in any Action arising out of or in connection with any breach of the Non-Disclosure Agreement.

(d) So long as this Agreement shall not have been terminated, Seller shall be entitled to pursue both a grant of specific performance under Section 13.18 and the payment of the Reverse Termination Fee under Section 9.03(a), but under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance under Section 13.18 and an award of money damages, including all or any portion of the Reverse Termination Fee.

(e) Notwithstanding anything in this Agreement to the contrary, in the event the Reverse Termination Fee is paid to the Seller, such Reverse Termination Fee shall constitute the sole and exclusive remedy of the Seller and the Company against the Purchaser Related Parties and the Financing Source Parties for any loss suffered as a result of the failure of the transactions contemplated hereby to be consummated, and upon payment of the Reverse Termination Fee none of the Purchaser Related Parties or the Financing Source Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

Article X

ADDITIONAL AGREEMENTS AND COVENANTS

10.01 Acknowledgement by the Purchaser. The representations and warranties of the Seller and the Company expressly and specifically set forth in Article IV and Article V, respectively, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of the Company, the Seller or any of their respective Non-Recourse Parties as to any matter concerning the Seller, the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser or any of its Non-Recourse Parties in certain "data rooms" or presentations including "management presentations") and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Seller and each of their respective Non-Recourse Parties. Each of the Purchaser and its Non-Recourse Parties has only relied on the representations and warranties of the Seller and the Company expressly and specifically set forth in Article IV, Article V and the Company Documents, respectively, and none of the Purchaser or any of its Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations and warranties or statements on any basis or legal theory whatsoever. The Purchaser acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information and that the Purchaser is familiar with such uncertainties, that the Purchaser and its Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser and its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Company or the Seller made herein be imputed to, or deemed to have been made by, any other Person. The parties acknowledge and agree that nothing in this Section 10.01 shall in any way limit Purchaser's remedies in respect of Fraud for breaches of the representations or warranties made by the Seller and the Company contained in this Agreement or in any certificate delivered by such Person at Closing pursuant to this Agreement.

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10.02 Further Assurances. From time to time following the Closing, as and when requested in writing by any party hereto and at such requesting party's expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary to evidence and effectuate the transactions contemplated by this Agreement.

10.03 Governmental Consents.

(a) The Purchaser and the Company shall (i) as promptly as practicable and in no event later than ten (10) Business Days following the execution and delivery of this Agreement file with the United States Federal Trade Commission and the United States Department of justice, the notification and report form required for the transactions contemplated hereby pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act and (ii) file with any other applicable Governmental Body, as promptly as practicable and before the expiration of any relevant legal deadline, all filings, reports, information and documentation as may be required in connection with the transactions contemplated hereby and pursuant to the consents, authorizations and approvals identified on the Governmental Consents Schedule. Each of the Company and the Purchaser shall furnish to each other's counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any such filing or submission. The Purchaser shall bear the filing fee in connection with the filing required to be made under the HSR Act pursuant to this Section 10.03. Neither Purchaser, the Company, nor any of their respective Affiliates shall enter into any agreement with any Governmental Body to delay the Closing of the transactions contemplated hereby or to delay any filing under the HSR Act or any other antitrust or competition laws of any Governmental Body outside the United States that would have the effect of delaying the Closing of the transactions contemplated hereby without the prior written consent of the other parties hereto.

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(b) The Company and the Purchaser shall: (i) use their commercially reasonable efforts to promptly obtain any consent, authorization or approval set forth on the Governmental Consents Schedule required for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep each other apprised of the status of any material communications with, and any material inquiries or requests for additional information from any Governmental Body; and (iii) comply promptly with any such material inquiry or request and supply to any Governmental Body without undue delay any additional information requested. The Purchaser agrees to use commercially reasonable efforts to take (and cause its Affiliates to take) any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the parties hereto to expeditiously close the transactions contemplated. Notwithstanding anything herein to the contrary, no party shall be required by this Section 10.03 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of the Purchaser, the Seller, the Company or any of their respective Affiliates, (B) limit the freedom of action of such party with respect to, or its ability to consolidate and control, the Company and its Subsidiaries or any of their assets or businesses or any of such party’s or its Affiliates’ other assets or businesses or (C) limit the Purchaser’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Shares.

(c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under any requested consent, authorization or approval set forth on the Governmental Consents Schedule at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel's undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. Neither the Company nor the Purchaser shall participate in any meeting or material discussion with any Governmental Body with respect to any such filings, applications, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion. The Company and the Purchaser shall each approve the content of any filings (as contemplated by Section 10.03), material communications, presentations or other written materials to be submitted to any Governmental Body in advance of any such submission, provided that such materials may be redacted to address reasonable attorney-client privilege or confidentiality concerns.

Article XI

SURVIVAL; INDEMNIFICATION

11.01 Survival. None of the representations or warranties in Article IV, Article V or Article VI shall survive the Closing and each such representation and warranty shall terminate on and as of the Closing, and no claims may be brought with respect to such representations or warranties from or after the Closing. The covenants of the Seller and the Company to the extent required to be performed prior to the Closing (the "Pre-Closing Covenants") shall survive the Closing for a period of 90 days after the Closing Date; provided, that if written notice of an actual or threatened claim for Losses pursuant to Section 11.02(a)(i) is delivered to the Seller prior to the expiration of such survival period, such covenant shall survive as to such claim until such claim has been finally resolved and paid. All other covenants which are to be performed at or after the Closing shall survive for the time periods specified therein and shall terminate once such covenants are fully performed.

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11.02 Indemnification of the Purchaser Indemnified Parties.

(a) From and after the Closing, the Purchaser and its Affiliates (including from and after the Closing, the Company) and each of their and their Affiliates' respective equityholders, members, managers, principals, partners, officers, directors, employees, agents, successors, assigns and representatives (collectively, the "Purchaser Indemnified Parties") shall be indemnified and held harmless out of the Indemnification Escrow Funds (subject to, and in accordance with, the provisions of this Section 11.02 and the Escrow Agreement) from, against and in respect of any and all losses, liabilities, damages, charges, claims, demands, actions, judgments, settlements, assessments, Taxes, interest, penalties, and costs and expenses (collectively, "Losses") suffered or incurred by any of the Purchaser Indemnified Parties related to or arising from: (i) any breaches of Pre-Closing Covenants; (ii) any liabilities of the Company or its Subsidiaries arising from audit and rate adjustments under contracts with the New York Department of Social Services and Human Resources Administration entered into prior to the Closing; (iii) any liabilities for overpayments to the Company or its Subsidiaries made prior to the Closing in respect of hospice businesses that are or will be required to be repaid under Medicare; (iv) any liabilities for employer shared responsibility payments in respect of periods prior to the Closing under the Affordable Care Act, including any amounts released to prior owners of Subsidiaries of the Company in respect of such liabilities pursuant to the terms of a prior acquisition agreement; and (v) any liabilities resulting from payroll tax filings made by A&B Homecare Solutions, LLC prior to the Closing; provided, that the Purchaser's right to assert claims against the Indemnification Escrow Funds pursuant to this Section 11.02(a) shall be subject to the following limitations: (i) the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.02(a) and Section 11.03 an aggregate amount in excess of the Indemnification Escrow Amount; (ii) the Purchaser Indemnified Parties shall only be entitled to recover under this Section 11.02(a) regarding Losses for Taxes with respect to taxable periods, or portions thereof, that end on or before the Closing Date; and (iii) the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.02(a) for any Loss to the extent such Loss was specifically taken into account in determining the final Closing Cash Proceeds (without duplication).

(b) Any indemnification of or payment to the Purchaser Indemnified Parties pursuant to this Section 11.02 shall be delivered to the Purchaser from the Indemnification Escrow Funds in accordance with the terms of the Escrow Agreement by wire transfer of immediately available funds to an account designated in writing by the Purchaser within five (5) Business Days after the determination thereof. Any indemnity payment under this Agreement shall be treated as an adjustment to the Enterprise Value for Tax purposes.

11.03 Grants. After the Closing, Parent and the Purchaser shall promptly be reimbursed by wire transfer of immediately available funds solely from the Indemnification Escrow Funds (to the extent available) for any amounts of cash that are returned or repaid to any Governmental Body in respect of Grants actually received by the Company prior to the date hereof. Seller agrees, upon written demand from Parent and the Purchaser, to take all action reasonably necessary to cause such amounts to be distributed from the Indemnification Escrow Account to Parent and Purchaser.

11.04 Indemnification Escrow Release. Within three (3) Business Days after the eighteen (18)-month anniversary of the Closing Date, Purchaser and the Seller shall jointly instruct the Escrow Agent to release to the Seller any remaining portion of the Indemnification Escrow Amount, if any, less any portion of the Indemnification Escrow Amount for which a Purchaser Indemnified Party has submitted a good faith written demand or notice of claim for reimbursement or indemnification pursuant to Sections 11.02 or 11.03 on or prior to the eighteen (18)-month anniversary of the Closing Date.

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11.05 Exclusive Remedy. Except as otherwise expressly provided herein (including pursuant to Sections 11.02 and 11.03), from and after the Closing, the Purchaser’s and its Non-Recourse Parties’ sole and exclusive remedy against the Company and its Subsidiaries, the Seller and each of their respective Non-Recourse Parties, whether in any individual, corporate or any other capacity, with respect to any and all claims relating (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby, regardless of the legal theory under which such liability or obligation may be sought to be imposed (whether sounding in contract or tort, or whether at law or in equity, on public policy grounds, under any Law (including under securities Laws) or otherwise), shall be solely and exclusively for breach of any agreement or covenant herein surviving the Closing to the extent provided in Section 11.01 or the provisions of the Escrow Agreement. The limits imposed on the Purchaser's and its Non-Recourse Parties' remedies with respect to this Agreement and the transactions contemplated hereby (including this Section 11.05) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to the Seller hereunder. None of the Purchaser or any of its Non-Recourse Parties may avoid the limitations on liability set forth in this Agreement by seeking damages for breach of contract, tort or pursuant to any other theory of liability. Nothing in this Section 11.05 shall limit a party's right to (i) seek specific performance of the other parties' obligations hereunder in accordance with Section 13.18, (ii) bring a claim (and, if successful, recover losses therefrom) for Fraud for breaches of the representations or warranties made by the Seller and the Company contained in this Agreement or in any certificate delivered by such Person at Closing pursuant to this Agreement, (iii) make a claim with respect to the adjustment of the Estimated Closing Cash Proceeds in accordance with Section 2.04 or (iv) make a claim for indemnification pursuant to Section 11.02 or reimbursement relating to the Grants as permitted pursuant to Section 11.03.

Article XII

TAX MATTERS

12.01 Transfer Taxes. At the Closing or, if due thereafter, promptly when due, all gross receipts, transfer Taxes, real property transfer Taxes, sales Taxes, use Taxes, excise Taxes, stamp Taxes, conveyance Taxes and any other similar Taxes applicable to, arising out of or imposed upon the transactions contemplated hereunder ("Transfer Taxes") shall be paid 50% by the Seller and 50% by the Purchaser. The party required by applicable Law to file any related Tax Return with respect to such Transfer Taxes shall prepare any such Tax Return, and the other party shall cooperate in the preparation of such Tax Returns.

12.02 Cooperation on Tax Matters. Following the Closing, the Purchaser and the Company, on the one hand, and the Seller, on the other hand, and their respective Affiliates shall cooperate, at the requesting party's cost, in the preparation of all Tax Returns for any Tax periods and the conduct of any Tax Proceeding. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within Purchaser's or the Company's possession requested by Seller as is relevant to the preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and information also shall include making employees and Representatives available for discussion of such Tax matters and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Body which relate to the Company or any Subsidiary (including in regard to any Tax Proceeding), and providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Governmental Body and records concerning the ownership and tax basis of property, which the Purchaser or any Subsidiary may possess.

12.03 Sections 336 and 338 of the Code. No party to this Agreement shall make an election under Section 336 or Section 338 of the Code with respect to the transactions contemplated by this Agreement.

12.04 No Intermediary Transaction Tax Shelter. The Purchaser shall not take any action or cause any action to be taken with respect to the Company subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or substantially similar to, the "Intermediary Transaction Tax Shelter" described in Internal Revenue Service Notice 2001-16, 2001 1 C.B. 730, and Internal Revenue Service Notice 2008-20 I.R.B. 2008 6 (January 17, 2008), and Internal Revenue Service Notice 2008-111 I.R.B. 1299 (December 1, 2008).

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Article XIII

MISCELLANEOUS

13.01 Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Closing, any other announcement or communication to the employees, customers, suppliers or other business relations of the Company or any of its Subsidiaries regarding the transactions contemplated herein, shall be issued or made without the joint approval of the Purchaser and the Seller, unless (i) required by Law (including, for the avoidance of doubt, the applicable rules and requirements of the Nasdaq stock market or the U.S. Securities and Exchange Commission) in which case the other party shall have the right to review and comment on (which comments the other party shall consider in good faith) such press release or announcement prior to publication to the extent reasonably practicable or (ii) any press release or public statement that is consistent with prior press releases issued or public statements made in compliance with this Section 13.01; provided, that the Seller shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein to its direct and indirect equityholders in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors in connection with their ordinary course fundraising and reporting activities (so long as such recipients of such information agree to or are bound by contract to keep the terms of this Agreement confidential). For the avoidance of doubt, each party hereto may make announcements to its respective employees or other business relations that are not inconsistent in any material respects with the parties' prior public disclosures regarding the transactions contemplated by this Agreement.

13.02 Expenses. Whether or not the Closing takes place, except as otherwise provided herein, all fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers or other Representatives and consultants and appraisal fees, costs and expenses, and travel, lodging, entertainment and associated expenses) incurred in connection with the negotiation and performance of this Agreement, the Company Documents and the Purchaser Documents, and the consummation of the transactions contemplated hereby and thereby (a) by the Company and its Subsidiaries shall be paid by the Seller or, prior to the Closing, by the Company and its Subsidiaries, or (b) by the Purchaser shall be paid by the Purchaser; provided, that if the Closing occurs, the Company may pay such fees, costs and expenses of Parent and the Purchaser (it being acknowledged that such fees, costs and expenses shall not be considered Transaction Expenses hereunder and will not be included as a payable in the calculation of Working Capital hereunder). Without limiting the generality of the foregoing, for the avoidance of doubt, except as otherwise provided herein, the Purchaser shall pay any and all expenses relating to the R&W Insurance Policy. For the avoidance of doubt, the expenses for which the Company is responsible pursuant to this Section 13.02 are and shall be Transaction Expenses to the extent not paid prior to the Closing.

13.03 Notices. Except as otherwise expressly provided herein, all notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted by electronic mail (provided no "bounceback" or notice of non-delivery is received), (c) the day following the day (except if not a Business Day, then the next Business Day) on which the same has been sent by overnight delivery via a national courier service (providing proof of delivery) or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties hereto at the address set forth below, or at such other address as such party may specify by written notice to the other party hereto:

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Notices to Parent, the Purchaser and, following the Closing, the Company:

Socrates, LLC
c/o The Providence Service Corporation
1275 Peachtree Street, 6th floor
Atlanta, Georgia 30309
Attention: Kathryn M. Stalmack
Email: [email protected]

with a copy to:

Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Attention: Sean P. Griffiths
Email: [email protected]

Notices to the Seller and, prior to the Closing, the Company:

OEP AM Holdings, LLC
c/o One Equity Partners
510 Madison Avenue, 19th Floor
New York, NY 10022
Attention: Gregory A. Belinfanti; Brad Coppens; Jessica Marion

and Dora Stojka

Email: [email protected];

[email protected];

[email protected]

and:

Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
Attention: Jeremy S. Liss, P.C., Jeffrey P. Swatzell
Email: [email protected]; [email protected]

13.04 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior written consent of the other parties hereto; provided, that Purchaser may (a) transfer or assign, in whole or in part or from time to time, to one or more of its Affiliates, the right to purchase all or a portion of the Shares (provided, that any such transfer or assignment shall not relieve Purchaser of its obligations hereunder) or (b) assign its rights under this Agreement to its lenders providing financing in connection with the transactions contemplated hereby for collateral security purposes, but in each case, no such transfer or assignment will relieve Purchaser of any of its obligations hereunder.

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13.05 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13.06 Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The parties hereto hereby agree that time is of the essence with respect to the performance of each of the parties' obligations under this Agreement. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof. The Disclosure Schedules have been arranged for purposes of convenience in separate sections corresponding to the sections of Article IV and Article V; provided, that information disclosed on one section of the Disclosure Schedules shall be deemed to be disclosed on another section of the Disclosure Schedules or be deemed to be an exception to another representation and warranty in Article IV or Article V, in each case, if the relevance of such information to such other section of the Disclosure Schedules is reasonably apparent on its face. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The information contained in this Agreement, in the Disclosure Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract).

13.07 Amendment and Waiver. Except as provided herein, any provision of this Agreement or the Disclosure Schedules or exhibits hereto may be amended or waived only in a writing signed by Parent, the Purchaser, the Company and the Seller. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default.

13.08 Complete Agreement. This Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the Non-Disclosure Agreement) contain the complete agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between the parties hereto, written or oral, which may have related to the subject matter hereof in any way, including any letter of intent. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, the terms and provisions of the execution version of this Agreement will control and prior drafts of this Agreement and the documents referenced herein will not be considered or analyzed for any purpose (including in support of parol evidence proffered by any Person in connection with this Agreement) and will be deemed not to provide any evidence as to the meaning of the provisions hereof or the intent of the parties hereto.

13.09 Third Party Beneficiaries. Section 8.02 shall be enforceable by each of the current and former officers, directors or similar functionaries of the Company and its Subsidiaries and his or her heirs and Representatives and Section 13.14 shall be enforceable by K&E LLP. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement will be construed to give any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement to any Person other than (i) the parties to this Agreement, (ii) for purposes of Section 8.02, each of the current and former officers, directors or similar functionaries of the Company and its Subsidiaries and his or her heirs and Representatives and (iii) for purposes of Section 13.14, K&E LLP. Notwithstanding the foregoing, each of the lenders party to the Financing Commitments is a third-party beneficiary of Sections 13.04, 13.07, 13.11, 13.12, 13.13, 13.15, 13.18, and this Section 13.09.

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13.10 Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in two (2) or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto or to any signed agreement or instrument entered into in connection with this Agreement, or any amendments hereto or thereto, shall re-execute the original form of this Agreement, or the applicable signed agreement, instrument or amendment, and deliver such form to all other parties hereto or thereto. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a party's intent or the effectiveness of such signature.

13.11 GOVERNING LAW; CHOICE OF LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENT AND THE SCHEDULES ATTACHED HERETO AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED HEREUNDER SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. ANY AND ALL ACTIONS AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, INCLUDING ITS STATUTES OF LIMITATIONS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN), WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OR STATUTE OF LIMITATIONS OF A JURISDICTION OTHER THAN THE STATE OF DELAWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH OF THE PARTIES HERETO AGREES THAT ALL ACTIONS (AT LAW OR IN EQUITY, IN CONTRACT, TORT OR OTHERWISE) AGAINST ANY FINANCING SOURCE PARTY AND EACH OF THEIR RESPECTIVE REPRESENTATIVES IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE FINANCING COMMITMENT OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY, SHALL BE EXCLUSIVELY GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

13.12 Submission to Jurisdiction.

(a) Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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(b) Notwithstanding anything in this Agreement to the contrary, but subject to the next sentence, each of the parties hereto agrees that (i) it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Source Parties, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Financing Commitments, the Financing or the definitive agreements executed in connection therewith or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) and (ii) any such action, cause of action, claim, cross-claim or third-party claim shall be governed by the laws of the State of New York. Each of the Company and the Seller further agrees that it shall not, and shall cause its Affiliates and its and their direct and indirect stockholders not to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source Party, in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing Commitments, the Financing or the definitive agreements executed in connection therewith or the performance thereof.

13.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SEEKING EQUITABLE RELIEF).

13.14 Legal Representation. Following consummation of the transactions contemplated hereby, the Company and its Subsidiaries' current and former legal counsel (including K&E LLP) (each, "Company Counsel") may serve as counsel to each and any of the Seller and its Non-Recourse Parties, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of any other Person (including the Seller and its direct or indirect equityholders), and each of the parties hereto (on behalf of itself and each of its Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom. The decision to represent any of the Seller and its Non-Recourse Parties shall be solely that of any such Company Counsel. Any attorney-client privilege, work product protection or expectation of confidentiality applicable to any communication relating exclusively to the negotiation, documentation or consummation of the transactions contemplated hereby between the Company Counsel's and the Company or any of its Subsidiaries (collectively, the "Privileges") shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the Privileges (collectively, "Privileged Materials") shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Seller. For the avoidance of doubt, as to any Privileged Materials, the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Materials in any action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties related to the transactions contemplated hereby after the Closing, and the Seller shall have the right to assert any of the Privileges against the Company and its Subsidiaries. The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, any Company Counsel's retention by the Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Purchaser or the Company, on the one hand, and a third party other than Seller, on the other hand, Parent, the Purchaser or the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Materials to such third party and if requested by Parent, the Purchaser, and Seller shall assert such privilege; provided, however, that none of Parent, the Purchaser or the Company may waive such privilege without the prior written consent of Seller. In the event that Parent, the Purchaser or the Company is legally required by governmental order or otherwise to access or obtain a copy of all or a portion of the Privileged Materials, Purchaser shall promptly notify Seller in writing (including by making specific reference to this Section 13.14 so that Seller can seek (at its expense) a protective order and Parent and the Purchaser agrees to use all commercially reasonable efforts to assist therewith).

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13.15 Non-Recourse Parties. Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement shall have any liability relating to this Agreement or any of the transactions contemplated herein except to the extent agreed to in writing by such Non-Recourse Party. The Seller and the Company each agree that, except with respect to a named party in this Agreement, (a) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Purchaser Related Party, in any way relating to this Agreement or the transactions contemplated herby, including any dispute arising out of or relating in any way to the Financing Commitments, the Financing or the definitive agreements executed in connection therewith or the performance thereof and (b) no Purchaser Related Party shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Seller or the Company or any of its and their respective Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. Notwithstanding anything to the contrary contained herein, each party (other than the Purchaser or any Affiliate of the Purchaser that is party to the Financing Commitment in respect of rights, claims, or causes pursuant to the Financing Commitment) hereby irrevocably waives any rights or claims against any Financing Source Party in its capacity as a Financing Source Party in connection with this Agreement, the Financing Commitment and the Financing or any of the transactions contemplated hereby or thereby, agrees not to commence any action or proceeding against any Financing Source Party in its capacity as the same in connection with this Agreement, the Financing Commitment or the Financing or any of the transactions contemplated hereby or thereby, and agrees to cause any such action or proceeding asserted against a Financing Source Party to the extent asserted against a Financing Source Party by the Company, the Seller or any of their Affiliates in connection with this Agreement, the Financing Commitment or the Financing or any of the transactions contemplated hereby or thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source Party shall have any liability for any claims or damages to any party (other than the Purchaser or any Affiliate of the Purchaser that is party to the Financing Commitment in respect of any rights, claims or causes pursuant to the Financing Commitment) in its capacity as a Financing Source Party in connection with this Agreement, the Financing Commitment or the Financing or the transactions contemplated hereby or thereby.

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13.16 Deliveries to the Purchaser. The Purchaser agrees and acknowledges that all documents or other items delivered in writing (including by electronic mail) to the Purchaser or its Representatives in connection with the transactions contemplated by this Agreement or uploaded and made available in the online "data room" established by Intralinks for "Project Socrates" on or before the date that is one (1) Business Day prior to the date hereof shall be deemed to have been delivered, provided or made available to the Purchaser or its Representatives for all purposes hereunder.

13.17 Conflict between Transaction Documents. The parties hereto agree and acknowledge that to the extent any terms and provisions of this Agreement are in any way inconsistent with or in conflict with any term, condition or provision of any other agreement, document or instrument contemplated hereby, this Agreement shall govern and control.

13.18 Specific Performance.

(a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or legal remedies would not be an adequate remedy for any such damages. Therefore, it is accordingly agreed that, subject to Section 13.18(b), each party shall be entitled to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then in any state or federal court located in the State of Delaware, or to enforce compliance with, the covenants and obligations of any other party, in any court of competent jurisdiction, and appropriate injunctive relief shall be granted in connection therewith. Any party seeking an injunction, a decree or order of specific performance shall not be required to provide any bond or other security in connection therewith and any such remedy shall be in addition and not in substitution for any other remedy to which such party is entitled at law or in equity. Notwithstanding the foregoing and subject to the rights of the parties to the Financing Commitments under the terms thereof, none of the Seller or any of its Affiliates or its and their direct and indirect stockholders shall have any rights or claims (whether in contract or in tort or otherwise) against any Financing Source Party, solely in their respective capacities as lenders or arrangers in connection with the Financing.

(b) No party pursuing an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 13.18 will be required to provide any bond or other security in connection therewith. The remedies available to the Company and the Seller pursuant to this Section 13.18 will be in addition to any other remedy to which they are entitled at law or in equity. Subject to Section 9.03(d), it is acknowledged and agreed that the Seller shall be entitled to seek specific performance of the obligation of the Purchaser to cause the Estimated Closing Cash Proceeds to be funded, but only in the event that each of the following conditions has been satisfied: (i) all of the conditions set forth in Section 3.01 and Section 3.03 have been fully satisfied or duly waived in accordance with the terms of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the full satisfaction or due waiver of those conditions assuming a Closing would occur); (ii) the Financing has been funded or will be funded at the Closing; (iii) the Purchaser is required to complete the Closing in accordance with Article II and the Purchaser fails to complete the Closing in breach of Article II; and (iv) the Seller has irrevocably confirmed in writing to the Purchaser that if specific performance is granted and the Financing is consummated, and the Purchaser otherwise complies with its obligations hereunder, then the Closing will occur. For the avoidance of doubt, in no event shall Seller be entitled to (A) receive both a grant of specific performance and any monetary damages hereunder and (B) enforce or seek to enforce specifically the Purchaser’s obligation to consummate the transactions contemplated hereby if the Financing has not been funded. Notwithstanding anything to the contrary set forth in this Agreement, under no circumstances shall Parent, the Purchaser, any Financing Source Party or any of their respective Affiliates have any liability to Seller, the Company or any of their respective Affiliates or any of their respective direct or indirect equity holders for monetary damages in excess of the Reverse Termination Fee.

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13.19 Relationship of the Parties. Nothing in this Agreement shall be deemed to constitute the parties hereto as joint venturers, alter egos, partners or participants in an unincorporated business or other separate entity, nor in any manner create any principal-agent, fiduciary or other special relationship between the parties hereto. No party shall have any duties (including fiduciary duties) towards any other party hereto except as specifically set forth herein.

13.20 Guarantee. Notwithstanding anything to the contrary in this Agreement, in consideration of Seller's execution and delivery of this Agreement and agreement to perform the transactions contemplated hereby, and as a material inducement to such execution, delivery and performance, Parent hereby guarantees any payments and other obligations owed by Purchaser to Seller or the Company pursuant to this Agreement or any other Purchaser Document (subject to the limitations and conditions, if any, on the Purchaser’s obligations herein). Parent agrees that no waiver or extension, in whole or in part, of the time for performance by Purchaser of any of its obligations under this Agreement or any Purchaser Document, and no impairment of, or exercise or failure to exercise any claim, right or remedy of any kind or nature in connection with this Agreement or any Purchaser Document shall affect, impair or discharge, in whole or in part, the liability of Parent hereunder for the full, prompt and unconditional performance of the obligations of Purchaser under this Agreement or any Purchaser Document (subject to the limitations and conditions, if any, on the Purchaser’s obligations herein). The obligations of Parent under this Section 13.20 are absolute and unconditional, irrespective of any circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The liability of Parent shall be direct and not contingent on the pursuit of remedies against the Purchaser. The guarantee of Parent shall be a continuing guarantee, and the above consents and waivers of Parent shall remain in full force and effect until the obligations of Purchaser hereunder and under any Purchaser Document are discharged and paid in full.

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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement on the date first above written.

	The Company: OEP AM, INC.

	By:	/s/ Gregory Belinfanti
	Name:	Gregory Belinfanti
	Its:	President



	The Seller: OEP AM HOLDINGS, LLC

	By:	/s/ Gregory Belinfanti
	Name:	Gregory Belinfanti
	Its:	Authorized Signatory

Signature Page to Stock Purchase Agreement

	The Purchaser: Socrates, LLC

	By:	/s/ Daniel Greenleaf
	Name:	Daniel Greenleaf
	Its:	President & Chief Executive Officer

	Parent: The Providence Service Corporation

	By:	/s/ Daniel Greenleaf
	Name:	Daniel Greenleaf
	Its:	President & Chief Executive Officer

Signature Page to Stock Purchase Agreement

Exhibit 10.1

JEFFERIES FINANCE LLC
520 Madison Avenue
New York, New York 10022

DEUTSCHE BANK AG NEW YORK BRANCH
DEUTSCHE BANK AG CAYMAN ISLAND BRANCH
DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York 10005

CONFIDENTIAL

September 28, 2020

COMMITMENT LETTER

The Providence Service Corporation
1275 Peachtree Street, Sixth Floor
Atlanta, Georgia 30309

Attention:

Kevin M. Dotts, Chief Financial Officer
Kathryn Stalmack, Senior Vice President, General Counsel and Corporate Secretary

Re:

Project Socrates

Ladies and Gentlemen:

You have advised Jefferies Finance LLC (acting through such of its affiliates or branches as it deems appropriate, “Jefferies Finance”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI”) and Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY and DBCI, “DB”; DB and Jefferies Finance, “we” or “us”) that The Providence Service Corporation, a Delaware corporation (the “Purchaser” or “you”), intends to acquire, directly or indirectly (the “Acquisition”), all of the issued and outstanding capital stock of OEP AM, Inc., a Delaware corporation (d/b/a Simplura Health Group) (the “Target” and, together with its subsidiaries, the “Acquired Business”), from the existing shareholders of the Target (collectively, the “Seller”). We understand that in connection with the Acquisition, all existing indebtedness of the Acquired Business will be refinanced or repaid in full, all commitments in respect thereof terminated, and all security and guarantees in respect thereof discharged and released (the “Refinancing”). Capitalized terms used but not defined herein and defined in any exhibit hereto have the meanings assigned to them in such exhibit.

You have advised us that the purchase price for the Acquisition (including fees, commissions and expenses and the Refinancing) (the “Purchase Price”) will be financed from the following sources:

(a) to the extent that you do not obtain consent under your existing revolving credit facility for the Transactions, no borrowings under a $30 million senior secured first lien revolving credit facility having the terms set forth in Exhibit C hereto (the “Revolving Credit Facility”); and

(b) issuance and sale (the “Notes Offering”) of Senior Unsecured Notes (the “Notes”) yielding gross proceeds of $600.0 million (or, if the offering of the Notes is not consummated prior to, or concurrently with, the Acquisition, the drawdown of senior unsecured increasing rate loans (the “Bridge Loans”) under a senior unsecured bridge loan facility having the terms set forth in Exhibits A and B hereto (the “Bridge Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”) in an aggregate principal amount of $600.0 million).

The transactions described in clauses (a) and (b) are referred to as the “Debt Financing” and, together with the Acquisition and the Refinancing and the payment of all related fees, commissions and expenses are collectively referred to herein as the “Transactions”. You and your subsidiaries (and, following the Acquisition, the Acquired Business) are collectively referred to herein as the “Company”. As used in this Commitment Letter and the other Debt Financing Letters (as defined below), the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

1. The Commitments.

Each of Jefferies Finance, DBNY and DBCI are pleased to inform you of its several, but not joint, commitment (in such capacities, each an “Initial Commitment Party” and collectively, the “Initial Commitment Parties”, together with the Additional Commitment Parties referred to below, the “Commitment Parties”), directly or through one or more of our respective affiliates, to provide, in the case of Jefferies Finance, 60% of the Facilities, in the case of DBNY, 40% of the Revolving Credit Facility and in the case of DBCI, 40% of the Bridge Loan Facility, of the principal amount of the Facilities. In addition, DBNY confirms that it will provide consent to the Transactions under the Existing Credit Agreement (as defined herein).

The commitments described in this Section 1 are collectively referred to herein as the “Commitments.” Our Commitments are, in each case, on the terms and subject solely to the satisfaction (or waiver) of the conditions set forth in (i) Section 3 of this letter (including the exhibits, schedules and annexes hereto and as amended, supplemented or modified from time to time, this “Commitment Letter”), (ii) Exhibit A to this Commitment Letter under the heading “Other Provisions—Conditions Precedent”, (iii) Exhibit C to this Commitment Letter under the heading “Other Provisions—Conditions Precedent” and (iv) Exhibit D to this Commitment Letter. Notwithstanding anything to the contrary in this Commitment Letter, the fee letter, dated the date hereof (as amended, supplemented or modified from time to time, the “Fee Letter”), between you and us, and the engagement letter (including the exhibits, schedules and annexes thereto), dated the date hereof (as amended, supplemented or modified from time to time, the “Engagement Letter” and, together with this Commitment Letter and the Fee Letter, the “Debt Financing Letters”), between you, Jefferies LLC (“Jefferies”) and DBSI, the terms of this Commitment Letter are intended as an outline of certain of the material provisions of the Facilities, but do not include all of the terms, covenants, representations, warranties, default clauses and other provisions, but excluding, for the avoidance of doubt, additional conditions to the Closing Date, that will be contained in the definitive documents relating to the Debt Financing, initial drafts of which shall be prepared by our counsel and in any event shall be based on mutually agreed precedents (collectively, the “Definitive Debt Documents”). Those matters that are not covered or made clear in the Debt Financing Letters are subject to mutual agreement of the parties hereto but subject in all respects to the Certain Funds Provisions (defined below). Each of the parties hereto agrees that each of this Commitment Letter and each of the other Debt Financing Letters is a binding and enforceable agreement with respect to the subject matter contained herein or therein, and the parties agree to negotiate in good faith the Definitive Debt Documents in a manner consistent with this Commitment Letter and the other Debt Financing Letters, it being acknowledged and agreed that the commitments provided hereunder are subject solely to the conditions precedent set forth in Section 3, Exhibit A hereto under the heading “Other Provisions—Conditions Precedent”, Exhibit C hereto under the heading “Other Provisions – Conditions Precedent” and Exhibit D hereto and otherwise subject to the Certain Funds Provisions.

2. Titles and Roles. As consideration for the Commitments of the Initial Commitment Parties, subject to the immediately succeeding paragraph, you agree that you hereby retain (x) Jefferies Finance or its designee to act as the sole administrative agent (with respect to each of the Facilities) and sole collateral agent (with respect to the Revolving Credit Facility) and (y) Jefferies Finance and DBSI to act as joint book-runners and joint lead arranger for you and your affiliates in connection with the Facilities (in such capacity, the “Arrangers”), and except as provided in the immediately following paragraph, no other titles shall be awarded and no compensation (other than that expressly contemplated by the Debt Financing Letters) shall be paid in connection with the Facilities unless mutually agreed. It is further agreed that in any Materials (as defined below) and all other offering or marketing materials in respect of the Facilities, Jefferies Finance shall have “left side” designation and shall appear on the top left and shall hold the leading role and responsibilities customarily associated with such “top left” placement.

Notwithstanding the foregoing, you shall have the right at any time on or prior to the fifteenth (15^th) business day following the date of this Commitment Letter to appoint up to 5 additional joint lead arrangers and joint bookrunners and appoint additional agents or co-agents or confer other titles with respect to the Facilities in a manner and with economics determined by you and reasonably acceptable to the Initial Commitment Parties (the “Additional Commitment Parties”); provided that the aggregate economics payable to such Additional Commitment Parties for the Facilities shall not exceed ten percent (10%) of the total economics which would otherwise be payable to the Initial Commitment Parties pursuant to the Fee Letter (exclusive of any fees payable to an administrative agent or collateral agent in its capacity as such) (it being understood that (i) the several commitments of Jefferies Finance, DBNY and DBCI hereunder will be reduced dollar-for-dollar (with any such reduction being applied to reduce the respective commitments of Jefferies Finance, DBNY and DBCI under each Facility on a pro rata basis based on their respective commitment amounts in respect of the Facilities on the date hereof) by the amount of the commitments of each such Additional Commitment Party (or its relevant lending affiliate) under the Facilities, upon the execution of customary joinder documentation reasonably satisfactory to the Initial Commitment Parties, (ii) the economics allocated to the Initial Commitment Parties as of the date hereof in respect of the Facilities will be reduced ratably by the amount of the economics allocated to such Additional Commitment Parties upon the execution of customary joinder documentation reasonably satisfactory to the Initial Commitment Parties, (iii) Jefferies Finance shall receive no less than 54% of the total economics payable pursuant to the Fee Letter (exclusive of any fees payable to an administrative agent or collateral agent in its capacity as such) and (iv) each Additional Commitment Party shall assume a portion of the commitments of the Initial Commitment Parties on the date hereof under each Facility on a pro rata basis equal to the proportion of economics allocated to such Additional Commitment Party. Each party hereto agrees to execute such amendments and other documents as are required to give effect to this paragraph.

3. Conditions Precedent. The availability of the loans under the Facilities on the Closing Date is solely conditioned upon satisfaction or waiver by us of the following conditions: (i) there shall not have occurred a Material Adverse Change (as defined in the Purchase Agreement (as in effect on the date hereof)) since the date hereof; (ii) subject to the Certain Funds Provision, the Specified Purchase Agreement Representations (as defined below) and the Specified Representations (as defined below) shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein); (iii) the conditions expressly set forth in Exhibit A to this Commitment Letter under the heading “Other Provisions—Conditions Precedent”; (iv) the conditions expressly set forth in Exhibit C to this Commitment Letter under the heading “Other Provisions – Conditions Precedent”; and (v) the conditions set forth in Exhibit D to this Commitment Letter.

Notwithstanding anything in the Debt Financing Letters, the Definitive Debt Documents or any other letter agreement or other undertaking concerning the financing of the Transactions or the Acquisition to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) such of the representations and warranties made by (or with respect to) the Acquired Business in the Purchase Agreement as are material to the interests of the Lenders or the Arrangers, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Purchase Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties (as determined without giving effect to any waiver, amendment or other modification thereto, collectively, the “Specified Purchase Agreement Representations”) and (B) the Specified Representations and (ii) the terms of the Definitive Debt Documents shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions expressly set forth in this Commitment Letter are satisfied or waived by the Arrangers (it being understood that, with respect to the availability of the Revolving Credit Facility on the Closing Date, to the extent any Collateral (other than to the extent that a lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code, (y) by the delivery of stock certificates of the Borrower and its domestic subsidiaries together with undated stock powers executed in blank, subject to the receipt of the stock certificates of the Acquired Business on the Closing Date or (z) by the filing of a security agreement on the applicable form with the United States Patent and Trademark Office or the United States Copyright Office) is not or cannot be perfected on the Closing Date after your use of commercially reasonable efforts to do so, the perfection of such Collateral shall not constitute a condition precedent to the availability of the Revolving Credit Facility on the Closing Date, but shall be required to be perfected within 90 days after the Closing Date (subject to extensions in writing by the Administrative Agent). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the other Loan Parties set forth in the Definitive Debt Documents relating to corporate or other organizational existence and good standing; organizational power and authority (as to execution, delivery and performance of the applicable Definitive Debt Documents); the due authorization, execution, delivery and enforceability of the applicable Definitive Debt Documents; solvency of the Borrower and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (which representation shall be consistent in substance with Exhibit D hereto); no conflicts resulting from the entering into, execution, delivery and performance of the Definitive Debt Documents with charter documents; Federal Reserve margin regulations; Patriot Act; use of proceeds not in violation of FCPA; OFAC/AML and other anti-terrorism laws; the Investment Company Act and, with respect to the Revolving Credit Facility, subject to permitted liens and the other limitations set forth in the prior sentence, the creation, validity and perfection of security interests. This paragraph shall be referred to herein as the “Certain Funds Provision.”

4. Syndication.

(a) We reserve the right, at any time prior to or after execution of the Definitive Debt Documents, to syndicate all or part of our Commitments to a syndicate of banks, financial institutions and other entities (which may include the Arrangers) reasonably acceptable to you (collectively, the “Lenders”); provided that we will not syndicate the Facilities to (i) competitors (other than bona fide fixed income investors, banks (or similar financial institutions) or debt funds) of you or your subsidiaries or the Acquired Business or its subsidiaries, in each case as identified in writing by name by you to us prior to the date hereof and (ii) in each case of clause (i) above, such person’s controlled affiliates (other than bona fide fixed income investors, banks (or similar financial institutions) or debt funds) to the extent identified by you in writing or clearly identifiable solely on the basis of similarity of such affiliate’s name (such persons, collectively, the “Disqualified Institutions”); provided that you, upon reasonable notice to the Commitment Parties after the date hereof and on or prior to the Closing Date, shall be permitted to supplement in writing the list of persons that are Disqualified Institutions to the extent such supplemented person is or becomes a bona fide competitor or an affiliate (other than bona fide fixed income investors, banks (or similar financial institutions) or debt funds) of a bona fide competitor of you or your subsidiaries or the Acquired Business or its subsidiaries, which supplement shall be in the form of a list provided to us and become effective three (3) business days after delivery by the Borrower to us, but which supplement shall not apply retroactively to disqualify any parties that have previously acquired a permitted assignment or participation in the loans under any of the Facilities; provided, further, that, other than with respect to Additional Commitment Parties, no such assignment (x) shall relieve us of our obligations hereunder (including our obligation to fund the Facilities on the Closing Date on the terms and conditions hereof) upon satisfaction or waiver by us of all conditions to the initial extensions of credit on the Closing Date and (y) shall become effective as between you and us with respect to all or any portion of our Commitments in respect of the Facilities until the funding of the Facilities on the Closing Date; provided, further, that, unless you agree in writing, we shall retain exclusive control over the rights and obligations with respect to our Commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred. We will exclusively manage all aspects of any syndication in a manner reasonably acceptable to you, including decisions as to the selection of prospective Lenders to be approached, when they will be approached, when their commitments will be accepted, which prospective Lenders will participate, the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees to such Lenders. To assist us in our syndication efforts, you agree to prepare and provide (and to use your commercially reasonable efforts to cause the Acquired Business to prepare and provide) promptly to us all customary information with respect to the Company, the Transactions and the other transactions contemplated hereby, including such Projections (as defined below) as we may reasonably request in connection with the syndication of the Commitments; provided that, following the consummation of the Acquisition, you shall cause the Acquired Business to prepare and provide us with such information.

(b) We intend to commence our syndication efforts promptly after your execution of this Commitment Letter, and you agree to assist us actively (and, in all events, use your commercially reasonable efforts) to complete a timely syndication until the date that is the earlier of (i) sixty (60) days after the Closing Date and (ii) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved (such earlier date referred to in clause (i) and (ii), the “Syndication Date”). Subject to the last paragraph of this section (b), such assistance shall include:

(i) using commercially reasonable efforts to ensure that our syndication efforts benefit materially from your and, subject to your rights under the Acquisition Agreement, the Acquired Business’ existing lending and investment banking relationships;

(ii) providing direct contact between your senior management, representatives and advisors, on the one hand, and the senior management, representatives and advisors of the proposed Lenders, on the other hand (and (x) prior to the consummation of the Acquisition your using commercially reasonable efforts to cause, and (y) thereafter, causing the Acquired Business to provide direct contact between senior management, representatives and advisors of the Acquired Business on the one hand, and the senior management representatives and advisors of the proposed Lenders, on the other hand);

(iii) your assistance (and (x) prior to the consummation of the Acquisition, your using commercially reasonable efforts to cause and (y) thereafter, causing the Acquired Business to assist) in the preparation of a confidential information memorandum (a “Confidential Information Memorandum”) and other customary and reasonably necessary marketing materials to be used in connection with the syndication of our Commitments (together with all Confidential Information Memoranda, the “Materials”);

(iv) the provision to us of copies of any due diligence reports or memoranda prepared at your direction or at the direction of any of your affiliates by legal, accounting, tax or other third party advisors in connection with the Acquisition, subject to the delivery by us to your advisors of customary non-disclosure and non-reliance agreements as shall be reasonably requested by you or such advisor;

(v) your using commercially reasonable efforts to obtain, prior to the launch of the road show for the Notes Offering, (A) a monitored public corporate rating and a monitored public corporate family rating for the Borrower from each of S&P Global Ratings, a division of S&P Global (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), respectively, and (ii) monitored public facility ratings from each of S&P and Moody’s for the Notes;

(vi) the hosting, with us (and to the extent we request that senior management or representatives of the Acquired Business attend, using your commercially reasonable efforts to cause them to attend), of at least one customary “bank meeting” and any number of additional meetings as we may deem reasonably necessary with prospective Lenders at such times and in such places as mutually agreed; and

(vii) With respect to the Bridge Loan Facility, (a) you shall retain one or more investment banks reasonably acceptable to the Arrangers (the “Investment Banks”) to act as “initial purchasers” in a “Rule 144A-for-life offering” of Notes (it being agreed that this clause (a) is satisfied on the date hereof), (b) you shall deliver to the Investment Banks an offering memorandum (the “Offering Memorandum”) suitable for use in a customary roadshow for high yield debt securities sold pursuant to Rule 144A, which Offering Memorandum shall include historical financial statements of the Company and the Target, subject to the following sentence, and in form and substance necessary for the Investment Banks to receive customary comfort letters (including customary “negative assurance” comfort) from the Company’s and the Target’s independent accountants consistent with customary high yield debt securities transactions under Rule 144A (drafts of which comfort letters shall have been delivered to the Investment Banks prior to commencement of the Marketing Period and which comfort letters such accountants shall have indicated that they are prepared to deliver upon completion of customary procedures upon the pricing and closing of such offering of Notes) (together with the Offering Memorandum, the “Required Bond Information”) and (c) you shall provide the Investment Banks with a period (the “Marketing Period”) of at least 15 consecutive business days following receipt by the Investment Banks of the Required Bond Information to seek to place the Notes with qualified purchasers thereof; provided the Marketing Period shall exclude November 25, 2020 through November 27, 2020 and December 19, 2020 through January 3, 2021 (each, a “Non-Marketing Date”); it being understood and agreed that any Non-Marketing Date after the commencement of the Marketing Period shall be disregarded for purposes of calculating the 15 consecutive business days constituting the Marketing Period except for Non-Marketing Dates between December 19, 2020 through January 3, 2021, for which the Marketing Period shall be completed prior to such dates or commence after such dates. For the avoidance of doubt, the Offering Memorandum will not be required to include segment reporting or consolidating and other financial statements or data required by Rules 3-03(e), 3-09, 3-10 or 3-16 of Regulation S-X, CD&A and other information required by Item 402 or 601 of Regulation S-K and information regarding executive compensation and related pension disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A or other information or financial data customarily excluded from an offering memorandum for a “Rule 144A Offering.” This condition will be deemed satisfied if the Offering Memorandum excludes sections that would customarily be provided by the Investment Banks, which sections consist of the “Description of Notes” and “Plan of Distribution,” but is otherwise complete. If the Purchaser reasonably believes that it has delivered a suitable Offering Memorandum, it may deliver to the Initial Commitment Parties written notice to that effect (stating when it believes it completed such delivery), in which case it will be deemed to have delivered a suitable Offering Memorandum, unless any Initial Commitment Party in good faith reasonably believes that it has not done so and, within three business days after their receipt of such notice from the Purchaser, such Initial Commitment Party delivers a written notice to the Borrower to that effect (stating with reasonable specificity what portions of the Offering Memorandum are missing or unsuitable).

Notwithstanding the foregoing, the Marketing Period shall be deemed not to have commenced, if prior to the completion of such 15 consecutive business day period, (A) any auditor shall have withdrawn its audit opinion with respect to any year end audited financial statements set forth in the Offering Memorandum, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to such financial statements by the applicable auditor or another independent accounting firm reasonably acceptable to the Arranger and (B) the Company or the Target shall have publicly announced any intention to restate any material financial information included in the Offering Memorandum or that any such restatement is under consideration, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed or the Company or the Target, as applicable, has determined that no restatement shall be required.

Notwithstanding anything to the contrary contained in this Commitment Letter, the other Debt Financing Letters or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary (but without limiting the conditions precedent referred to in Section 3), we agree that neither the compliance with any of the provisions set forth in clauses (i) through (vi) above nor the commencement or the completion of the syndication of the Bridge Loan Facility or any other Debt Financing shall constitute a condition precedent to the Closing Date.

Notwithstanding anything to the contrary contained in this Commitment Letter, the other Debt Financing Letters or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, in the event that any Acquired Business or any of its subsidiaries are licensed to operate in the State of New York (a “New York Licensed Entity”), you will not have any obligation to use any efforts to cause such New York Licensed Entity to provide the assistance noted above during the Transition Period. “Transition Period” means the period commencing on the Closing Date and ending on the date the affidavit of no control filed by the New York Licensed Entity is no longer outstanding.

(c) You agree, at our request, to assist in the preparation of a version of the Confidential Information Memorandum consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to you, the Acquired Business, its affiliates or any of its securities for purposes of United States federal and state securities laws (such information and Materials, “Public Information”). In addition, you and we agree that, unless specifically labeled “Private—Contains Non-Public Information,” no Materials disseminated to potential Lenders in connection with the syndication of the Facilities, whether through an Internet website, electronically, in presentations, at meetings or otherwise, will contain any Material Non-Public Information (as defined below). Unless expressly identified as “Public Information,” including pursuant to the final sentence of this Section 4(c), each document to be disseminated by us to any Lender in connection with the syndication of the Facilities will be deemed to contain Material Non-Public Information, and we will not make any such materials available to potential Lenders who do not wish to receive Material Non-Public Information. Any information and documentation that is not Public Information is referred to herein as “Material Non-Public Information.” It is understood that, in connection with your assistance described above, authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, it being understood that the authorization letter for Public Information shall contain a representation by you to the Lenders that the Public Information does not include any such Material Non-Public Information and each letter shall contain a customary “10b-5” representation. You acknowledge and agree that the following documents contain and shall contain solely Public Information (unless you notify us promptly after you have received and had a reasonable opportunity to review the same that any such document contains Material Non-Public Information): (i) drafts and final term sheets and Definitive Debt Documents with respect to the Facilities; (ii) administrative materials prepared by us for prospective Lenders (including a lender meeting invitation, Lender allocations, if any, and funding and closing memoranda); and (iii) notification of changes in the terms of the Facilities. If reasonably requested by us, you shall identify Public Information by clearly and conspicuously marking the same as “PUBLIC.”

(d) You agree that all Materials and Information (as defined below) (including draft and execution versions of the Definitive Debt Documents and draft or final offering materials relating to contemporaneous or prior securities issuances by the Company) may be disseminated in accordance with our standard syndication practices (including through hard copy and via one or more internet sites (including an IntraLinks, SyndTrak or similar workspace), e-mail or other electronic transmissions). Without limiting the foregoing, you authorize, and will use commercially reasonable efforts to obtain contractual undertakings from the Acquired Business to authorize, the use of your and, prior to the closing of the Transactions, subject to prior written approval (not to be unreasonably withheld or delayed), its respective logos in connection with any such dissemination. You further agree that, at our sole expense, subject to your prior written approval (not to be unreasonably withheld or delayed), we may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Company and its affiliates (or any of them), (ii) our and our affiliates’ titles and roles in connection with the Transactions, and (iii) the amount, type and closing date of such Transactions.

5. Information. You represent, warrant and covenant (and, with respect to the Acquired Business prior to the consummation of the Acquisition, to the best of your knowledge) that:

(a) all written information and written data, other than (i) the Projections (as defined below) and (ii) information of a general economic or industry-specific nature concerning the Transactions, you, the Target or your or its respective subsidiaries (such non-excluded information, the “Information”), that has been or will be made available to us by or on behalf of you or the Acquired Business or any of your or its respective representatives is or will be, when furnished, taken as a whole, complete and correct in all material respects, after giving effect to all supplements thereto;

(b) none of the Information shall, when furnished or on the Closing Date, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, after giving effect to all supplements thereto provided prior to distribution of such Materials to lenders or potential lenders; and

(c) all written projections and other forward-looking information that have been or will be made available to us by or on behalf of you or the Acquired Business or any of your or its respective representatives (collectively, the “Projections”) have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made (it being understood that any such Projections are not to be viewed as facts or a guarantee of performance, are subject to uncertainties and contingencies, some of which are beyond your control, that no assurance can be given that any particular Projections will be realized, that actual results may differ from the results in the Projections and that such differences may be material).

You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect if the Information or Projections were then being furnished and such representations and warranties were then being made, you shall, at such time, supplement promptly such Information and/or Projections, as the case may be, in order that (and, with respect to the Acquired Business prior to the consummation of the Acquisition, to your knowledge) such representations and warranties will be correct in all material respects under those circumstances. The accuracy of the foregoing representations and warranties shall not, in and of itself, be a condition to the obligations of the Commitment Party hereunder.

You shall be solely responsible for Information and the Projections, including the contents of all Materials other than any contents relating to us or our affiliates. We (i) will be relying on Information, the Projections and data provided by or on behalf of you or the Acquired Business or any of your or its representatives or otherwise available from generally recognized public sources, without having independently verified the accuracy or completeness of the same, (ii) do not assume responsibility for the accuracy or completeness of any such Information, Projections and data and (iii) will not make an appraisal of your assets or liabilities or the Acquired Business.

6. Clear Market. You agree that, from the date hereof until the earlier of (a) the date on which a Successful Syndication has been achieved (provided that such date shall not be earlier than the Closing Date) and (b) the date that is sixty (60) days after the Closing Date, you and your subsidiaries will not, and will use your commercially reasonable efforts, to the extent practicable and not in contravention of the Purchase Agreement, to not permit any competing offering, placement or arrangement of any revolving bank financing or underwritten debt securities (including equity-linked securities) (in each case, other than (1) ordinary course capital leases, letters of credit and purchase money and equipment financings, (2) (x) borrowings under existing revolving credit facilities and (y) amendments, including “amend and extend” transactions of, and consents in respect of, existing revolving credit facilities, (3) indebtedness of subsidiaries of you and the Acquired Business in jurisdictions outside of the United States of America, (4) the Debt Financing contemplated hereby, the offering of the Securities (as defined in the Fee Letter) and the Notes Offering, and (5) debt incurred with our written consent, which may be given or withheld in our sole discretion), in each case, that would reasonably be expected to materially impair the primary syndication of the Facilities.

7. Fees and Expenses. As consideration for the Commitments and our other undertakings hereunder, you hereby agree to pay or cause to be paid to us and Jefferies for our respective accounts the fees, expenses and other amounts set forth in the Debt Financing Letters.

8. Indemnification and Waivers. As consideration for the Commitments and our other undertakings hereunder, you agree to the provisions with respect to indemnification, waivers and other matters contained in Annex A hereto, which is hereby incorporated by reference into this Commitment Letter.

9. Confidentiality. This Commitment Letter is delivered to you on the understanding that neither the existence of this Commitment Letter or any other Debt Financing Letter nor any of their terms or substance will be disclosed by you, directly or indirectly, to any other person or entity except (a) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof and to cooperate with us in securing a protective order in respect thereof to the extent lawfully permitted to do so), (b) to your officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and only in connection with the Transactions, (c) this Commitment Letter may be disclosed (but not the Fee Letter or the contents thereof) to rating agencies in connection with their review of the Facilities or the Company, (d) the information contained in this Commitment Letter (but not the information contained in the Fee Letter) may be disclosed in any Confidential Information Memorandum or in connection with the syndication of the Facilities, (e) this Commitment Letter and the Fee Letter (with economic terms redacted), but not any other Debt Financing Letter, may be disclosed to the Acquired Business and its officers, directors, employees, attorneys, accountants and advisors, in each case, on a confidential and need-to-know basis and only in connection with the Transactions, (f) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and its contents in any information memorandum or syndication distribution or offering memorandum related to the Notes or other securities, as well as in any proxy statement or other public filing relating to the Acquisition or the Facilities and (g) such other disclosures of this Commitment Letter (but not the Fee Letter or the contents thereof) as may be required by law, including in filings with the Securities and Exchange Commission. You may also disclose, on a confidential basis, the aggregate amount of fees payable under the Fee Letter as part of a generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with the syndication of the Bridge Loan Facility and/or the Notes Offering and as may be required by law, including in filings with the Securities and Exchange Commission. Your obligations set forth in this paragraph shall terminate upon the earlier of two years from the date hereof; provided that the termination of your (and your affiliates’ and your and your affiliates’ respective employees’, representatives’ or other agents’) obligations under this paragraph shall not relieve your responsibilities in respect of any breach of this paragraph prior to such termination.

We agree to (and to cause our affiliates and our and our affiliates’ respective employees, representatives or other agents to) maintain the confidentiality of all confidential information provided to us by or on behalf of you, the Target and/or your or its respective subsidiaries (“Company Information”), except that Company Information may be disclosed (a) to our affiliates and to our and our affiliates’ respective directors, officers, employees, agents, advisors and other representatives, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and instructed to keep such Company Information confidential), (b) to the extent requested by any regulatory or self-regulatory authority, (c) pursuant to the order of any court, administrative agency or regulator or in any pending legal or administrative proceeding, or otherwise as required by any governmental or self-regulatory authority, applicable law or regulation or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder, under the Fee Letter or under any of the Definitive Debt Documents or any suit, action or proceeding relating to this Commitment Letter, the Fee Letter or any of the Definitive Debt Documents, or the enforcement of rights hereunder or thereunder, (e) with your express prior written consent, (f) to prospective lenders, participants or any rating agency or as is otherwise required in connection with the syndication, (g) for purposes of establishing a “due diligence” defense or (h) to the extent such Company Information (1) becomes publicly available other than as a result of a breach of this paragraph by us, (2) becomes available to us or any of our affiliates on a non-confidential basis from a source other than you, so long as such source is not, to our knowledge, subject to confidentially obligations to you or the Target or (3) is independently developed by us or any of our affiliates; provided that the disclosure of any such Company Information to Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such party that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as set forth in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof. Any person required to maintain the confidentiality of Company Information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Company Information as such person would accord to its own confidential information. Our obligations set forth in this paragraph shall terminate upon the earlier of (i) two years from the date hereof and (ii) the date of execution and delivery of the Definitive Debt Documents, at which time this paragraph shall be superseded by the relevant terms and provisions therein; provided that the termination of our (and our affiliates’ and our and our affiliates’ respective employees’, representatives’ or other agents’) obligations under this paragraph shall not relieve our responsibilities in respect of any breach of this paragraph prior to such termination.

10. Conflicts of Interest; Absence of Fiduciary Relationship. You acknowledge and agree that:

(a) Jefferies Finance and/or its affiliates and subsidiaries (including Jefferies Group LLC and its affiliates, “Jefferies Group”) and DBSI and/or its affiliates and subsidiaries (the “DB Group”), in their and their respective capacities as principal or agent are involved in a wide range of commercial banking and investment banking activities globally (including investment advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and, therefore, conflicts may arise between (i) our interests and duties hereunder and (ii) the duties or interests or other duties or interests of another member of the Jefferies Group or the DB Group;

(b) Each Commitment Party (including any member of Jefferies Group) may, at any time, (i) provide services to any other person, (ii) engage in any transaction (on our or its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (a “Third Party”), and may retain for such Commitment Parties’ or such member of Jefferies Group’s own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any Commitment Party or member of Jefferies Group or DB Group is in possession or has come or comes into possession (whether before, during or after the consummation of the transactions contemplated hereunder) of information confidential to you; provided that such confidential information shall not be used by us or any other member of Jefferies Group or DB Group in performing services or providing advice to any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within Commitment Parties’ divisions or divisions of other members of Jefferies Group or DB Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose;

(c) information that is held elsewhere within a Commitment Party or Jefferies Group or DB Group, but of which none of the individual directors, officers or employees having primary responsibility for the consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining our responsibilities to you hereunder;

(d) neither we nor any member of Jefferies Group or DB Group shall have any duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on our or its own account or otherwise) or otherwise carrying on our or its business;

(e) (i) neither we nor any of our affiliates have assumed any advisory responsibility or any other obligation in favor of the Company or any of its affiliates except the obligations expressly provided for under the Debt Financing Letters and Jefferies’ engagement as buy-side financial advisor to the Borrower, (ii) we and our affiliates, on the one hand, and the Company and its affiliates, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Company or any of its affiliates rely on, any fiduciary duty on the part of us or any of our affiliates and (iii) we are (and are affiliated with) full service financial firms and as such may effect from time to time transactions for our own account or the account of customers, and hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter (and, in particular, we and any other member of Jefferies Group or DB Group may at any time hold debt or equity securities for our or its own account in the Company). With respect to any securities and/or financial instruments so held by us, any of our affiliates or any of our respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the fullest extent permitted by law, any claims you have, or may have, with respect to (i) any breach or alleged breach of fiduciary duty (and agree that we shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors) and (ii) any conflict of interest arising from such transactions, activities, investments or holdings, or arising from our failure or the failure of any of our affiliates to bring such transactions, activities, investments or holdings to your attention; and

(f) neither we nor any of our affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by the Debt Financing Letters, and neither we nor our affiliates shall have responsibility or liability to you with respect thereto. Any review by us, or on our behalf, of the Company, the Transactions, the other transactions contemplated by the Debt Financing Letters or other matters relating to such transactions will be performed solely for our benefit and shall not be on behalf of you or any of your affiliates.

11. Choice of Law; Jurisdiction; Waivers. The Debt Financing Letters, and any claim, controversy or dispute arising under or related to the Debt Financing Letters (whether based upon contract, tort or otherwise), shall be governed by, and construed in accordance with, the laws of the State of New York; provided that (a) the interpretation of the definition of “Material Adverse Change” (and whether or not a “Material Adverse Change” has occurred), (b) the determination of the accuracy of any Specified Purchase Agreement Representations and whether as a result of any inaccuracy of any Specified Purchase Agreement Representation there has been a failure of a condition precedent to your (or your applicable affiliate’s) obligation to consummate the Acquisition or such failure gives you (or your applicable affiliate) the right to terminate your (or its) obligations (or to refuse to consummate the Acquisition) under the Purchase Agreement and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Purchase Agreement shall, in each case, be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. To the fullest extent permitted by applicable law, you hereby irrevocably submit to the exclusive jurisdiction of any New York State court or federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of any Debt Financing Letter and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to your address set forth above. You and we hereby waive, to the fullest extent permitted by applicable law, any objection that you or we may now or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an inconvenient forum. YOU AND WE HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, SUIT, ACTION OR PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE DEBT FINANCING LETTERS, ANY OF THE TRANSACTIONS OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The provisions of this Section 11 are intended to be effective upon the execution of this Commitment Letter without any further action by you, and the introduction of a true copy of this Commitment Letter into evidence shall be conclusive and final evidence as to such matters.

12. Miscellaneous.

(a) This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile, PDF or other electronic transmission will be effective as delivery of a manually executed counterpart hereof. Any signature to this Commitment Letter may be delivered by facsimile, electronic mail (including pdf), DocuSign or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Commitment Letter.

(b) Except with respect to Additional Commitment Parties, no party hereto may assign, sell, transfer or delegate any of its rights, in full or in part, or be relieved of any of its obligations, under this Commitment Letter without the prior written consent of each other party hereto, and any purported assignment, sale, transfer or delegation without such consent shall be null and void. Notwithstanding the foregoing, we may at any time and from time to time assign all or any portion of our Commitments hereunder to one or more of our affiliates or to one or more Lenders, whereupon we shall be released from the portion of our Commitments hereunder so assigned; provided that such assignment shall not relieve us of our obligations hereunder, including our obligation to fund on the Closing Date the portion of our Commitments so assigned upon satisfaction or waiver by us of all conditions to such assignee making its initial extensions of credit on the Closing Date, to fund such assigned Commitments on the Closing Date. Any and all obligations of, and services to be provided by, us hereunder (including the Commitments) may be performed, and any and all of our rights hereunder may be exercised, by or through any of our affiliates or branches and we reserve the right to allocate, in whole or in part, to our affiliates or branches certain fees payable to us in such manner as we and our affiliates may agree in our and their sole discretion. You further acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information relating to the Transactions, you or the Acquired Business (and your and its respective affiliates) or any of the matters contemplated in the Debt Financing Letters.

(c) This Commitment Letter has been and is made solely for the benefit of you, us and the indemnified persons (as defined in Annex A hereto) and your, our and their respective permitted successors and assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or your and our agreements contained herein.

(d) The Debt Financing Letters set forth the entire understanding of the parties hereto as to the scope of the Commitments and our obligations hereunder and thereunder. The Debt Financing Letters supersede all prior understandings and proposals, whether written or oral, between us and you relating to any financing or the transactions contemplated hereby and thereby.

(e) You agree that we or any of our affiliates may make customary disclosures of information about the Transactions to market data collectors and similar service providers to the financing community following the consummation of the Transactions.

(f) We hereby notify you and, upon its becoming bound by the provisions hereof, each other Credit Party, that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (as amended from time to time, the “Patriot Act”) and 31 C.F.R. § 1010.230 (as amended from time to time, the “Beneficial Ownership Regulation”), we and each Lender may be required to obtain, verify and record information that identifies the Credit Parties, which information includes the name, address, tax identification number and other information regarding the Credit Parties that will allow us or such Lender to identify the Credit Parties in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation and is effective as to us and each Lender. You agree that we shall be permitted to share any or all such information with the Lenders.

13. Amendment; Waiver. This Commitment Letter may not be modified or amended except in a writing duly executed by the parties hereto. No waiver by any party of any breach of, or any provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or provision of this Commitment Letter at the same or any prior or subsequent time. To be effective, a waiver must be set forth in writing signed by the waiving party and must specifically refer to this Commitment Letter and the breach or provision being waived.

14. Surviving Provisions. Notwithstanding anything to the contrary in this Commitment Letter: (i) Sections 7 to and including 15 hereof shall survive the expiration or termination of this Commitment Letter, regardless of whether the Definitive Debt Documents have been executed and delivered or the Transactions consummated, and (ii) Sections 2 and 4 to and including 13 hereof shall survive execution and delivery of the Definitive Debt Documents and the consummation of the Transactions.

15. Acceptance, Expiration and Termination. Please indicate your acceptance of the terms of the Debt Financing Letters by returning to us executed counterparts of the Debt Financing Letters not later than 11:59 p.m., New York City time, on September 28, 2020 (the “Deadline”). The Debt Financing Letters are conditioned upon your contemporaneous execution and delivery to us, and the contemporaneous receipt by us, of executed counterparts of each Debt Financing Letter on or prior to the Deadline. This Commitment Letter will expire at such time in the event that you have not returned such executed counterparts to us by such time. Thereafter, except with respect to any provision that expressly survives pursuant to Section 14, this Commitment Letter (but not the other Debt Financing Letters) will terminate automatically on the earliest of (i) the date of termination or abandonment of the Purchase Agreement, (ii) the closing of the Acquisition, (iii) the acceptance by the Target or any of its affiliates (or any of their respective equityholders) of an offer for all or any substantial part of the capital stock or property and assets of the Acquired Business (or any parent company thereof) other than as part of the Transactions, and (iv) 11:59 p.m., New York City time, on February 8, 2021. In addition, our Commitment hereunder to (x) provide Bridge Loans shall terminate upon the issuance of the Notes (in escrow or otherwise so long as the conditions to release of such funds from escrow are limited to the substantially concurrent closing of the acquisition (and delivery of customary certificates in connection therewith)) and (y) provide the Revolving Credit Facility shall terminate upon you obtaining consent under your existing revolving credit facility for the Transactions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours, JEFFERIES FINANCE LLC


By:	/s/ Jason Kennedy
	Name:	Jason Kennedy
	Title:	Managing Director

[Signature Page—Commitment Letter]

DEUTSCHE BANK AG NEW YORK BRANCH

By: /s/ Philip Tancorra
Name: Philip Tancorra
Title: Vice President

By: /s/ Michael Strobel
Name: Michael Strobel
Title:   Vice President

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

By: /s/ Philip Tancorra
Name: Philip Tancorra
Title: Vice President

By: /s/ Michael Strobel
Name: Michael Strobel
Title:   Vice President

DEUTSCHE BANK SECURITIES INC.

By: /s/ Philip Tancorra
Name: Philip Tancorra
Title: Vice President

By: /s/ Michael Strobel
Name: Michael Strobel
Title:   Vice President

[Signature Page—Commitment Letter]

Accepted and agreed to as of the
date first above written:

THE PROVIDENCE SERVICE CORPORATION

By: /s/ Kathryn Stalmack
Name:  Kathryn Stalmack
Title:    Senior Vice President, General Counsel

[Signature Page—Commitment Letter]

ANNEX A TO COMMITMENT LETTER

INDEMNIFICATION AND WAIVER

Except as otherwise defined in this Annex A, capitalized terms used but not defined herein have the meanings assigned to them elsewhere in this Commitment Letter.

The Purchaser (“you”) hereby agrees (i) to indemnify and hold harmless each Commitment Party and each of our and their respective affiliates and subsidiaries (including Jefferies) and each of the respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, agents, representatives, attorneys-in-fact, members, successors, assigns and controlling persons of each of the foregoing (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities (collectively, “Losses”) to which any such indemnified person, directly or indirectly, may become subject arising out of, relating to, resulting from or otherwise in connection with the Debt Financing Letters, the Debt Financing, the use of the proceeds therefrom, the Transactions, any of the other transactions contemplated by the Debt Financing Letters, or any action, claim, suit, litigation, investigation, inquiry or proceeding (each, a “Claim”) directly or indirectly arising out of, relating to, resulting from or otherwise in connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PERSON), regardless of whether any indemnified person is a named party thereto or whether such Claim is brought by you, any of your affiliates or a third party and (ii) to reimburse each indemnified person promptly following written demand (together with reasonably detailed documentation describing such Claim) for all reasonable and documented costs and expenses (but limited, in the case of legal fees and expenses, to one counsel selected by us to such indemnified persons, taken as a whole, and, in the case of an actual or potential conflict of interest, one additional counsel to the affected indemnified persons similarly situated, taken as a whole (and, if reasonably necessary, of one regulatory counsel and of one local counsel in any relevant jurisdiction)) incurred by the indemnified person (including all such costs and expenses incurred to enforce the terms of this Commitment Letter) as they are actually incurred in connection with investigating, preparing, defending or settling any Claim, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with any of the foregoing, whether or not any indemnified person is a named party thereto or whether such Claim is brought by you, any of your affiliates or a third party (including in connection with the enforcement of the indemnification obligations and waivers set forth in this Annex A); provided, however, that no indemnified person will be entitled to indemnity hereunder in respect of any Loss or reimbursement for costs and expenses relating to any Loss to the extent that it is found by a final, non-appealable judgment of a court of competent jurisdiction that such Loss resulted directly from (i) the bad faith, gross negligence or willful misconduct of such indemnified person, (ii) the material breach of Debt Financing Letters by such indemnified person (or its controlled affiliates and controlling persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing) or (iii) any disputes solely among indemnified persons (other than any claims against a Commitment Party or other indemnified person in its capacity as the administrative agent, an arranger, any other agent or any other similar role under the Bridge Loan Facility) and not arising out of any act or omission of the Borrower or the Company, or any of your or its respective affiliates, and such indemnified person shall promptly repay such reimbursed costs and expenses to you. In addition, in no event will you or any of your affiliates or the Acquired Business or any indemnified person be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings), whether, directly or indirectly, as a result of any failure to fund all or any portion of the Debt Financing or otherwise arising out of, relating to, resulting from or otherwise in connection with the Debt Financing or arising out of, relating to, resulting from or otherwise in connection with any Claim or otherwise; provided that, for the avoidance of doubt, the foregoing does not limit or otherwise modify your and your affiliates’ and the Acquired Business’s and any indemnified person’s indemnification obligations as provided herein to the extent such consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) are included in any third-party claim. In addition, no indemnified person will be liable for any damages arising from the use by unauthorized persons of Information, Projections or other Materials sent through electronic, telecommunications or other information transmission systems that are intercepted or otherwise obtained by such persons except to the extent it is found by a final, non-appealable judgment of a court of competent jurisdiction that such damages resulted directly from the bad faith, gross negligence or willful misconduct of such indemnified person. You shall not be liable for any settlement of any proceeding effected without your written consent (such consent not to be unreasonably withheld or delayed) unless (1) such settlement is entered into more than 30 days after receipt by you of an indemnified person’s request to settle such action, (ii) you shall not have reimbursed the indemnified person in accordance with the indemnified person’s request of you to reimburse the indemnified person for the reasonable and documented fees and expenses of counsel as contemplated herein prior to the date of such settlement and (iii) such indemnified person shall have given you at least 30 days’ prior notice of its intention to settle.

Annex A-1

You shall not settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in which any indemnified person is or could be a party and as to which indemnification or contribution could have been sought by such indemnified person hereunder whether or not such indemnified person is a party to any Debt Financing Letter, unless (i) such indemnified person has given its prior written consent, which may be not be unreasonably withheld or delayed, or (ii) the settlement, compromise, consent or termination (A) includes an express unconditional release of such indemnified person from all Losses, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with such Claim and (B) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of such indemnified person.

The indemnity and expense reimbursement obligations set forth herein (i) shall be in addition to any liability you may have to any indemnified person at law, in equity or otherwise, (ii) shall survive the expiration or termination of the Debt Financing Letters (notwithstanding any other provision of any Debt Financing Letter or the Definitive Debt Documents), (iii) shall apply to any modification, amendment, waiver or supplement of our and any of our affiliates’ commitment and/or engagement, (iv) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of us or any other indemnified person and (v) shall be binding on any successor or assign of you and the successors or assigns to any substantial portion of your business and assets.

* * *

Annex A-2

EXHIBIT A TO COMMITMENT LETTER

SUMMARY OF TERMS OF THE BRIDGE LOAN FACILITY

Set forth below is a summary of certain of the terms of the Bridge Loan Facility and the documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit A have the meanings set forth elsewhere in this Commitment Letter.

I. Parties

Borrower	The Providence Service Corporation (the “Borrower”).

Guarantors	Each subsidiary of the Borrower that guarantees that certain Amended and Restated Credit and Guaranty Agreement, dated as of August 2, 2013 (as amended, supplemented or modified on or prior to the date hereof or otherwise with the consent of the Arrangers, the “Existing Credit Agreement”), by and among The Providence Service Corporation, as borrower and the other lenders party thereto (collectively, the “Guarantors”). The Borrower and the Guarantors are referred to collectively as the “Credit Parties”. For the avoidance of doubt, the guarantee by any New York Licensed Entity shall not be required during the Transition Period.

Lead Arrangers, Syndication Agents and Book-Runners	Jefferies Finance and/or one or more of its designees, DBSI and any Additional Agents (collectively, in such capacities, the “Arrangers”). The Arrangers will perform the duties customarily associated with such role.

Administrative Agent	Jefferies Finance and/or one or more of its designees (in such capacity, the “Administrative Agent”). The Administrative Agent will perform the duties customarily associated with such role.

Lenders	A syndicate of banks, financial institutions and other entities (which may include the Arrangers, collectively, the “Lenders”) arranged by the Arrangers and reasonably acceptable to the Borrower, and in any event subject to the consent rights of the Borrower noted herein after the Closing Date.

Closing Date	The date, on or before the date on which the Commitments are terminated in accordance with Section 15 of this Commitment Letter, on which the Acquisition is consummated (the “Closing Date”).

Exhibit A-1

Bridge Loan Documents

Subject to the Certain Funds Provision, the documentation in respect of the Bridge Facility (the “Bridge Loan Documents”) shall contain the terms and conditions set forth in the Commitment Letter and such other terms as Borrower and the Arrangers shall agree (such other terms to be in a manner that is consistent with this Term Sheet), it being understood and agreed that the Bridge Loan Documents shall: (a) not be subject to any conditions to the availability and funding of the Bridge Facility on the Closing Date other than the Closing Conditions and (b) contain only those mandatory prepayments, representations, warranties, affirmative, financial and negative covenants and events of default set forth, or referred to (including by reference to the Existing Credit Agreement), in this Term Sheet, in each case, applicable to Borrower and each of its Subsidiaries (with exceptions substantially consistent with the Existing Credit Agreement) and with exceptions for materiality or otherwise and “baskets” substantially consistent (where applicable) with the Existing Credit Agreement, in each case except as otherwise provided herein; provided that, notwithstanding anything to the contrary set forth in this Term Sheet or in the Commitment Letter, the Bridge Loan Documents will incorporate such changes (w) as may be necessary or appropriate to provide for a bridge term loan facility to be drawn in a single borrowing to be made on the Closing Date (and remove any revolving facility provisions, including the letter of credit subfacility provided for therein) and as otherwise agreed, (x) to limit the release of a guarantor that ceases to be a Wholly Owned Subsidiary (as defined in the Existing Credit Agreement), (y) to limit the transfer of material intellectual property to unrestricted subsidiaries and (z) to require the vote of all affected lenders in order to subordinate any of the obligations in right of payment or security to any other indebtedess.

In addition, the Bridge Loan Documents will (i) include customary LIBOR successor provisions substantially consistent with the guidance of the Alternative Reference Rate Committee, (ii) include provisions related to divisions and plans of division, (iii) include “Limited Condition Acquisition” provisions and (iv) eliminate any provisions related to security interests (including representations and warranties related to the same) in the Existing Credit Agreement. The provisions of the preceding two paragraphs are referred to herein as the “Documentation Principles”.

Exhibit A-2

II. Bridge Loan Facility

Bridge Loans	An aggregate principal amount of $600.0 million of Senior Unsecured Increasing Rate Bridge Loans (the “Bridge Loans”) (as such amount may be reduced by the gross cash proceeds from any Notes or other debt securities received by the Borrower on or prior to the Closing Date).

Use of Proceeds	The proceeds of the Bridge Loans will be used on the Closing Date to finance the Acquisition, to finance the Refinancing and to pay fees and expenses in connection with the foregoing.

Maturity	One (1) year after the initial funding date of the Bridge Loans (the “Bridge Loan Maturity Date”).

Rollover	If the Bridge Loans are not repaid in full on or prior to the Bridge Loan Maturity Date, and provided that no Conversion Default (as defined below) has occurred and is continuing, the Bridge Loans shall be automatically converted on the Bridge Loan Maturity Date into senior unsecured term loans due on the fourth anniversary of the Bridge Loan Maturity Date (the “Term Loans”) in an aggregate principal amount equal to the aggregate principal amount of Bridge Loans so converted. The Term Loans will have the terms set forth in Exhibit B to this Commitment Letter. At the option of the Lenders, the Term Loans may be exchanged by the holders thereof for exchange notes (the “Exchange Notes”), which will have the terms set forth in Exhibit B to this Commitment Letter. The Exchange Notes will be issued under an indenture that will have the terms set forth in Exhibit B to this Commitment Letter and will otherwise be customary for issuances of notes similar to the Exchange Notes. In connection with each such exchange, if requested by any Lender that is a Lender as of the Closing Date (each, a “Senior Unsecured Initial Bridge Lender”), the Borrower shall (i) deliver to the Lender that is receiving the Exchange Notes, and to such other Lenders as such Senior Unsecured Initial Bridge Lender requests, an offering memorandum of the type customarily utilized in a Rule 144A offering of high yield securities covering the resale of the Exchange Notes by such Lenders, in form and substance reasonably acceptable to the Borrower and such Senior Unsecured Initial Bridge Lender, and keep such offering memorandum updated in a manner as would be required pursuant to a customary Rule 144A securities purchase agreement, (ii) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions), if requested by such Senior Unsecured Initial Bridge Lender, (iii) deliver or cause to be delivered such opinions and accountants’ comfort letters addressed to such Senior Unsecured Initial Bridge Lender and such certificates as such Senior Unsecured Initial Bridge Lender may request in form and substance reasonably satisfactory to such Senior Unsecured Initial Bridge Lender and (iv) take such other customary actions, and cause its advisors, auditors and counsel to take such customary actions, as are reasonably requested by such Senior Unsecured Initial Bridge Lender in connection with issuances or resales of the Exchange Notes, including providing such customary information regarding the business and operations of the Borrower and its subsidiaries as is reasonably requested by any prospective holder of the Exchange Notes and customarily provided in due diligence investigations in connection with purchases or resales of securities. Notwithstanding the foregoing, the Borrower shall not be required to exchange Term Loans for Exchange Notes unless at least $200.0 million of Exchange Notes would be outstanding immediately after such exchange and will not be required to issue Exchange Notes more than a number of times to be agreed in any calendar year.

Exhibit A-3

“Conversion Default” shall mean a payment or bankruptcy event of default under the Bridge Loan Documents.

The Term Loans will be governed by the provisions of the Bridge Loan Documents and will have the same terms as the Bridge Loans except as expressly set forth in Exhibit B to this Commitment Letter.

III. Certain Payment Provisions

Interest	The Bridge Loans will bear interest at a rate per annum equal to three month LIBOR, adjusted quarterly, plus a spread of 5.25% (the “Rate”); provided that three month LIBOR shall in no event be less than 1.00%. The Rate will increase by 50 basis at the beginning of each three-month period thereafter (excluding the Bridge Loan Maturity Date); provided, further, that interest on the Bridge Loans (excluding default interest, if any) shall not exceed the Total Cap (as defined in the Fee Letter), in each case, without giving effect to any default interest. Interest will be payable quarterly in arrears, on the Bridge Loan Maturity Date and on the date of any prepayment of the Bridge Loans. For amounts outstanding after the Bridge Loan Maturity Date, interest will be payable on demand at the default rate.

Exhibit A-4

Default Rate	Overdue amounts shall bear interest at 2.00% above the then-applicable Rate and shall be payable in cash on demand.

Optional Repayment	The Bridge Loans may be repaid, in whole or in part, on a pro rata basis, at the option of the Borrower at any time upon three business days’ prior written notice (or such shorter time as is agreed by the Administrative Agent), at a price equal to 100% of the principal amount thereof, plus all accrued and unpaid interest and fees to the date of repayment.

Mandatory Repayment	The Borrower will repay the Bridge Loans with the net proceeds from (i) any direct or indirect public offering or private placement of the Notes, the Securities (as defined in the Fee Letter) or any other issuance or sale of (x) debt securities of the Borrower or a parent holding company of the Borrower or (y) debt securities of any of their subsidiaries (in each case, other than debt issued or sold to the Borrower and its subsidiaries), (ii) the incurrence of any other indebtedness for borrowed money (other than certain exceptions to be mutually agreed) by the Borrower, a parent holding company of the Borrower or any of their respective subsidiaries, (iii) non-ordinary course sales of assets by the Borrower or any of its subsidiaries or any issuance or sales of equity of any subsidiary of the Borrower in excess of a threshold to be agreed (subject to the mandatory prepayment provisions in the Existing Credit Agreement or the Revolving Credit Facility (if applicable), customary reinvestment rights and other than certain exceptions to be mutually agreed), but in any event excluding the disposition of certain assets to be agreed, and (iv) receipt of insurance or condemnation proceeds (in each case, subject to the mandatory prepayment provisions in the Existing Credit Agreement or the Revolving Credit Facility (if applicable), customary reinvestment rights and with other exceptions and to be mutually agreed) by the Borrower or any of its subsidiaries (in connection with insurance or condemnation proceeds related to the Borrower or its subsidiaries), in each case, at 100% of the principal amount of the Bridge Loans repaid, plus all accrued and unpaid interest and fees to the date of the repayment.

Change of Control	Each holder of the Bridge Loans will be entitled to require the Borrower, and the Borrower shall offer, to repay the Bridge Loans held by such holder, at a price of 100% of the principal amount thereof, plus all accrued and unpaid interest and fees to the date of repayment, upon the occurrence of a “change of control” (the definition of which is to be mutually agreed).

Exhibit A-5

IV. Collateral and Guarantees

Collateral	None.

Guarantees	The Guarantors will unconditionally, and jointly and severally, guarantee the obligations of the Borrower in respect of the Bridge Loans (the “Guarantees”). Such Guarantees will be in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers. All Guarantees shall be guarantees of payment and performance, and not of collection. For the avoidance of doubt, the guarantee by any New York Licensed Entity shall not be required during the Transition Period.

V. Other Provisions

Conditions Precedent	Subject to the Certain Funds Provision, the incurrence of the Bridge Loans under the Bridge Loan Facility on the Closing Date will be subject only to the applicable conditions precedent set forth in Section 3 of the Commitment Letter, the following paragraph and Exhibit D to the Commitment Letter. Subject on the Closing Date to the Certain Funds Provision, (i) delivery of notice of borrowing, and (ii) accuracy of representations and warranties in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).

Representations and Warranties	Same as the Existing Credit Agreement, subject to the Documentation Principles; subject, in the case of certain of the foregoing representations and warranties, to “baskets,” exceptions and qualifications including for materiality to be mutually agreed.

Affirmative Covenants	Same as the Existing Credit Agreement, subject to the Documentation Principles. The affirmative covenants will be subject to “baskets,” exceptions and qualifications to be mutually agreed. In addition, the Borrower shall use commercially reasonable efforts to (x) have the applicable NY state regulatory authority approve the change of ownership of the New York Licensed Entity as soon as practicable following the closing date and (y) request that the existing management of the New York Licensed Entity approve the guaranty of the facility promptly following the Closing Date.

Exhibit A-6

Negative Covenants	Same as the Existing Credit Agreement, subject to the Documentation Principles; provided that (1) there shall be no financial maintenance covenants, (2) there shall be incurrence-style covenants for indebtedness, investments and other “restricted payments”, and (3) there shall be step-backs to be agreed from such comparable baskets and thresholds in the Existing Credit Agreement; provided, further, that, prior to the Bridge Loan Maturity Date, the liens, debt and restricted payments covenants of the Bridge Loans may be more restrictive in a manner customary for bridge financings as reasonably agreed by the Arrangers and the Borrower.

Financial Maintenance Covenants:	None.

Events of Default; Remedies	Substantially similar as Existing Credit Agreement, with materiality levels, cure periods and/or exceptions to be mutually agreed; provided there shall be cross-acceleration and cross-default with respect to the material indebtedness of the Borrower and its subsidiaries.

Voting	Amendments and waivers with respect to the Bridge Loan Documents will require the approval of the Lenders holding not less than a majority of the aggregate principal amount of the Bridge Loans, the Term Loans or the Exchange Notes, as the case may be (the “Required Lenders”), except that (i) the consent of each Lender directly affected thereby shall be required with respect to (a) reductions in the amount or extensions of the final maturity of any Bridge Loan, Term Loan or Exchange Note, as the case may be, or the reduction of the non-call period for any Exchange Note, as applicable, (b) reductions in the rate of interest (other than a waiver of default interest) or any fee (including any prepayment fee) or other amount payable or extensions of any due date thereof, (c) increases in the amount or extensions of the expiration date of any Lender’s commitment or (d) modifications to the assignment provisions of the Bridge Loan Documents that further restrict assignments thereunder and (ii) the consent of 100% of the Lenders shall be required with respect to (a) reductions of any of the voting percentages, the waterfall or the pro rata provisions, (b) releases of all or substantially all of the value of the guarantees of the Guarantors, (c) alterations of (or additions to) the restrictions on the ability of Lenders to exchange Term Loans for Exchange Notes, or (d) modification of the rights to exchange Term Loans into Exchange Notes.

Exhibit A-7

Transferability	Each holder of Bridge Loans will be free to (x) sell or transfer all or any part of its Bridge Loans to any third party (other than natural persons and other Disqualified Institutions) with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) in compliance with applicable law (provided that such holder shall give prompt written notice to the Administrative Agent and the Borrower of any such sale or transfer); provided that, prior to the Bridge Loan Maturity Date, unless a payment or bankruptcy event of default has occurred and is continuing or there has been a Demand Failure (as defined in the Fee Letter), Commitment Parties may not assign more than 49.9% in the aggregate of the principal amount of the Bridge Loans without the consent of the Borrower (not to be unreasonably withheld or delayed) (other than to one another or to an affiliate or approved fund of one another), (y) sell participations in all or a portion of the Bridge Loans (subject to customary voting restrictions), and (z) pledge any or all of the Bridge Loans in accordance with applicable law.

Cost and Yield Protection	Each holder of Bridge Loans will receive cost and interest rate protection customary for facilities and transactions of this type, including compensation in respect of prepayments, taxes (including gross-up provisions for withholding taxes imposed by any governmental authority and income taxes associated with all gross-up payments), changes in capital requirements, guidelines or policies or their interpretation or application after the Closing Date (including, for the avoidance of doubt (and regardless of the date adopted or enacted), with respect to (x) the Dodd- Frank Wall Street Reform and Consumer Protection Act and the rules and regulations with respect thereto and (y) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III)), illegality, change in circumstances, reserves and other provisions reasonably necessary to provide customary protection for U.S. and non-U.S. financial institutions and other lenders.

Exhibit A-8

Expenses	If the Closing Date occurs, the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Arrangers associated with the syndication of the Bridge Loan Facility and the preparation, negotiation, execution, delivery, filing and administration of the Bridge Loan Documents and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to one counsel selected by us (and, if reasonably necessary, of one regulatory counsel and of one local counsel in any relevant jurisdiction) and the fees and expenses of any other independent experts retained by Jefferies Finance with the prior written consent of the Borrower) and the charges of IntraLinks, SyndTrak or a similar service) and (ii) all out-of-pocket expenses of the Administrative Agent, the Arrangers, any other agent appointed in respect of the Bridge Loan Facility and the Lenders (but limited, in the case of legal fees and expenses, to one counsel selected by us to all such persons, taken as a whole, and, in the case of an actual or potential conflict of interest, one additional counsel to the affected persons similarly situated, taken as a whole (and, in each case, if reasonably necessary, of one regulatory counsel and of one local counsel in any relevant jurisdiction) and other charges of external counsel and consultants) in connection with the enforcement of, or protection or preservation of rights under, the Bridge Loan Documents.

Indemnification	The Bridge Loan Documents will contain customary indemnities to be mutually agreed for (i) the Arrangers, the Administrative Agent and the Lenders, (ii) each affiliate of any of the foregoing persons and (iii) each of the respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, agents, attorneys-in-fact and controlling persons of each of the foregoing persons referred to in clauses (i) and (ii) above (other than as a result of such person’s bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable ruling).

Governing Law and Forum	State of New York.

Counsel to the Arrangers and the Administrative Agent	Paul Hastings LLP.

* * *

Exhibit A-9

EXHIBIT B TO COMMITMENT LETTER

SUMMARY OF TERMS OF TERM LOANS
AND EXCHANGE NOTES

Set forth below is a summary of certain of the terms of the Term Loans and the Exchange Notes and the documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit B have the meanings set forth elsewhere in this Commitment Letter.

Term Loans

On the Bridge Loan Maturity Date, so long as no Conversion Default has occurred and is continuing, the outstanding Bridge Loans will be converted automatically into Term Loans. The Term Loans will be governed by the provisions of the Bridge Loan Documents and, except as expressly set forth below, will have the same terms as the Bridge Loans.

Maturity	The Term Loans will mature on the fourth anniversary of the Bridge Loan Maturity Date.

Interest Rate	The Term Loans will bear interest at a rate per annum (the “Interest Rate”) equal to the Total Cap. Notwithstanding the foregoing, overdue amounts on the Term Loans will accrue at the then-applicable rate plus 2.0% per annum.

Covenants and Events of Default	From and after the Bridge Loan Maturity Date, the covenants, defaults and events of default will conform to those applicable to the Exchange Notes.

Exhibit B-1

Exchange Notes

At any time on or after the Bridge Loan Maturity Date, upon five or more business days’ prior notice, the Term Loans may, at the option of any Lender, be exchanged for a principal amount of Exchange Notes equal to 100% of the aggregate principal amount of the Term Loans so exchanged (plus any accrued interest thereon not required to be paid in cash). The Borrower will issue Exchange Notes under an indenture containing the terms below and otherwise customary for similar issuances of exchange notes (the “Indenture”). The Borrower will appoint a trustee reasonably acceptable to the Arrangers.

Maturity Date	The Exchange Notes will mature on the fourth anniversary of the Bridge Loan Maturity Date.

Interest Rate	Each Exchange Note will bear interest at a rate per annum equal to the Total Cap. Interest will be payable in arrears semi-annually. Default interest will be payable on demand. Notwithstanding the foregoing, overdue amounts will accrue on the Exchange Notes at the then-applicable rate plus 2.0% per annum.

Transferability	If the Term Loans are converted to Exchange Notes, the Borrower, upon request by any holder of such Exchange Notes or the Administrative Agent, shall be required to ensure that such Exchange Notes are DTC-eligible.

Optional Redemption	Exchange Notes will be non-callable until the first anniversary of the Bridge Loan Maturity Date (subject to the market flex provisions in the Fee Letter and a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points). Thereafter, each Exchange Note will be callable at par plus accrued interest plus a premium equal to one half of the coupon on such Exchange Note, which premium shall decline ratably on each yearly anniversary of the Bridge Loan Maturity Date to zero on the date that is the third anniversary of the Bridge Loan Maturity Date; provided, that, notwithstanding the foregoing, prior to the first anniversary of the Bridge Loan Maturity Date, the Borrower may redeem up to 10% of the aggregate principal amount of such Exchange Notes during each twelve month period commencing with the Closing Date at a price equal to 103% of the aggregate principal amount thereof, plus any accrued and unpaid interest thereon. Prior to the first anniversary of the Bridge Loan Maturity Date, the Borrower may redeem up to 40% of the Exchange Notes with proceeds from an equity issuance at a price equal to par plus the coupon on the Exchange Notes.

Exhibit B-2

Defeasance Provisions	Customary defeasance provisions for offerings and transactions of this type.

Modification	Customary modification provisions for offerings and transaction of this type.

Change of Control	The Borrower will be required to make an offer to repurchase the Exchange Notes following the occurrence of a “change of control” (to be defined in a customary manner) at 101% of the outstanding principal amount thereof.

Covenants	The Indenture will include customary covenants similar to those contained in indentures governing publicly traded high yield debt securities as mutually agreed based on precedents to be agreed. For the avoidance of doubt, (i) there will be no financial maintenance covenants and (ii) certain dispositions to be agreed shall not constitute an “Asset Sale”. Compliance with certain covenants shall be suspended upon achieving investment grade status.

Events of Default	The Indenture will provide for customary events of default consistent with those contained in indentures governing publicly traded high yield debt securities.

Registration Rights	None.

* * *

Exhibit B-3

EXHIBIT C TO COMMITMENT LETTER

SUMMARY OF TERMS OF REVOLVING CREDIT FACILITY

Set forth below is a summary of certain of the terms of the Revolving Credit Facility and the documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit A have the meanings set forth elsewhere in this Commitment Letter.

I. Parties

Borrower	The Providence Service Corporation (the “Borrower”).

Guarantors	Each subsidiary of the Borrower that guarantees the Existing Credit Agreement (collectively, the “Guarantors”). The Borrower and the Guarantors are referred to collectively as the “Credit Parties”

Lead Arrangers and Book Runners	Jefferies Finance LLC (“Jefferies Finance”) and/or one or more of its designees, Deutsche Bank Securities Inc. (“DBSI”) and any Additional Agents (in such capacities, the “Arrangers”). The Arrangers will perform the duties customarily associated with such role.

Administrative Agent	Jefferies Finance and/or one or more of its designees (in such capacity, the “Administrative Agent”). The Administrative Agent will perform the duties customarily associated with such role.

Collateral Agent	Jefferies Finance and/or one or more of its designees (in such capacity, the “Collateral Agent”). The Collateral Agent will perform the duties customarily associated with such role.

Lenders	A syndicate of banks, financial institutions and other entities (which may include Jefferies Finance, collectively, the “Lenders”), subject to the Borrower’s consent (such consent not to be unreasonably withheld, delayed or conditioned).

Closing Date	The date, on or before the date on which the Commitments are terminated in accordance with Section 15 of this Commitment Letter, on which the Acquisition is consummated (the “Closing Date”).

Revolving Loan Documents	The definitive documentation governing or evidencing the Revolving Credit Facility (collectively, the “Revolving Loan Documents”), which shall be substantially consistent with the Existing Credit Agreement, subject to the Documentation Principles.

Exhibit C-1

II. Revolving Credit Facility

Revolving Credit Facility	A 5-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount equal to $30 million (the loans thereunder, the “Revolving Credit Loans”).

Maturity of Revolving Credit Facility	The Revolving Credit Facility shall be available during the period commencing after the Closing Date on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Revolving Credit Termination Date”).

Letters of Credit	A portion of the Revolving Credit Facility not in excess of an amount to be mutually agreed shall be available for the issuance of standby letters of credit (the “Letters of Credit”) by one or more Lenders or affiliates of Lenders to be selected by the Administrative Agent in consultation with the Borrower (each such Lender in such capacity, an “Issuing Lender”), which Letters of Credit shall be risk participated to all Lenders with commitments under the Revolving Credit Facility, to support obligations of the Borrower and its wholly owned subsidiaries satisfactory to the Arrangers and the applicable Issuing Lender. The face amount of any outstanding Letters of Credit will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. No Letter of Credit shall have an expiration date after the earlier of (i) one year after the date of issuance and (ii) five business days prior to the Revolving Credit Termination Date; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above). Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Credit Loans) on the same business day. To the extent that the Borrower does not so reimburse the applicable Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse such Issuing Lender on a pro rata basis based on their respective Revolving Credit Facility commitments.

Swing Line Loans	A portion of the Revolving Credit Facility not in excess of an amount to be mutually agreed shall be available on same-day notice for swing line loans (the “Swing Line Loans”) from a Lender to be selected by the Administrative Agent in consultation with the Borrower (in such capacity, the “Swing Line Lender”). Other than for purposes of calculating the unused commitment fee, any such Swing Line Loans will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire, under certain circumstances, an irrevocable and unconditional pro rata participation in each Swing Line Loan.

Exhibit C-2

Use of Proceeds	The proceeds of the Revolving Credit Loans will be used after the Closing Date for the working capital and general corporate purposes of the Borrower and its subsidiaries. Letters of Credit will be used to support payment and performance obligations incurred in the ordinary course of business by the Borrower and its subsidiaries.

Certain Payment Provisions

Fees and Interest Rates	As set forth on Annex C-I hereto.

Optional Prepayments and Commitment Reductions	Optional prepayments of borrowings under the Revolving Credit Facility and optional reductions of the unutilized portion of the commitments under the Revolving Credit Facility will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty (subject (i) to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR Loans other than on the last day of the relevant interest period).

Mandatory Prepayments and Commitment Reductions	The Revolving Credit Loans will be prepaid and the Letters of Credit will be cash collateralized in an amount not to exceed 103% of the face amount of such Letters of Credit to the extent such extensions of credit at any time exceed the amount of the commitments in respect of the Revolving Credit Facility.

Collateral and Guarantees

Collateral	Subject to the limitations set forth below in this section and subject to the Certain Funds Provision, the obligations of each Credit Party in respect of the Revolving Credit Facility and any interest rate hedging obligations of the Borrower owed to a Lender, the Administrative Agent, an Arranger or their respective affiliates or to an entity that was a Lender, an Arranger or the Administrative Agent or an affiliate of a Lender, an Arranger or the Administrative Agent at the time of such transaction (“Permitted Secured Hedging Obligations”) will be secured by the following: a perfected first priority security interest in substantially all of its tangible and intangible assets, including intellectual property, real property, licenses, permits, intercompany indebtedness (which shall be evidenced by a subordinated promissory note), cash and cash equivalents, deposit and securities accounts (including securities entitlements and related assets) and all of the equity interests of each Credit Party and each of its subsidiaries (including all of the equity interests of the Borrower) (but limited, in the case of the voting stock of a CFC, to 66% of all such voting stock to the extent that the pledge of a greater percentage would result in material adverse tax consequences to the Borrower) (the items described above and all proceeds thereof, but subject to certain exceptions to be mutually agreed, collectively, the “Collateral”).

Exhibit C-3

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) any fee-owned real property with a value of less than an amount to be agreed and any leasehold interests; (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights (except to the extent perfection can be obtained by filing of uniform commercial code financing statements) and commercial tort claims with a value of less than an amount to be agreed; (iii) any lease, license or other similar agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or similar agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code and other applicable law (including the U.S. Bankruptcy Code), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition; and (iv) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (the foregoing described in clauses (i) through (iv) are collectively, the “Excluded Assets”).

All the above-described pledges, security interests and mortgages shall be created on terms to be set forth in the Revolving Loan Documents; and none of the Collateral shall be subject to other pledges, security interests or mortgages (subject to customary exceptions for financings of this kind reasonably acceptable to the Administrative Agent). Notwithstanding the foregoing, “Collateral” shall not include any asset not constituting collateral in respect of the Existing Credit Agreement.

Exhibit C-4

Guarantees	The Guarantors will unconditionally, and jointly and severally, guarantee the obligations of each Credit Party in respect of the Revolving Credit Facility and the Permitted Secured Hedging Obligations (the “Guarantees”). Such Guarantees will be in form and substance satisfactory to the Administrative Agent and the Arrangers. All Guarantees shall be guarantees of payment and performance, and not of collection. Any guarantees to be issued in respect of the Bridge Loan Facility or the Notes shall rank pari passu in right of payment with the obligations under the Guarantees.

Other Provisions

Representations and Warranties	Same as Existing Credit Agreement, subject to the Documentation Principles.

Conditions Precedent to Initial Borrowing	Subject to the Certain Funds Provision, the initial borrowings and other extensions of credit under the Senior Credit Facilities on the Closing Date will be subject only to (i) the Existing Credit Agreement being refinanced or repaid in full, all commitments in respect thereof being terminated, and all security and guarantees in respect thereof being discharged and released, (ii) the conditions precedent set forth in Section 3 of the Commitment Letter and (iii) the conditions precedent set forth in Exhibit D to the Commitment Letter.

Conditions Precedent to all Borrowings	Subject on the Closing Date to the Certain Funds Provision, each borrowing and extension of credit under the Revolving Credit Facility will be subject only to the following conditions precedent: (i) delivery of notice of borrowing or request for issuance of letter of credit, (ii) accuracy of representations and warranties in all material respects, provided, that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein); and (iii) the absence of defaults or events of default at the time of, or after giving effect to the making of, such extension of credit.

Affirmative Covenants	Same as Existing Credit Agreement, subject to the Documentation Principles. In addition, the Borrower shall use commercially reasonable efforts to (x) have the applicable NY state regulatory authority approve the change of ownership of the New York Licensed Entity as soon as practicable following the closing date and (y) request that the existing management of the New York Licensed Entity approve the guaranty of the facility promptly following the Closing Date.

Exhibit C-5

Negative Covenants	Same as Existing Credit Agreement, subject to the Documentation Principles.

Financial Covenants	A maximum consolidated total leverage ratio (i) with the definitions and applicable levels and ratios to be agreed upon (ii) with accounting terms to be interpreted, and all accounting determinations and computations to be made, in accordance with generally accepted accounting principles in the United States and (iii) which shall be tested on the last day of any fiscal quarter when more than 35% of the Revolving Credit Facility is drawn at such date and set at levels to reflect approximately a 35% non-cumulative cushion from consolidated EBITDA in the model delivered to the Arrangers on September 25, 2020. The foregoing financial covenant will be tested with respect to the Borrower and its subsidiaries on a consolidated basis, with the first covenant test to commence with the first full fiscal quarter ending after the Closing Date.

Events of Default	Customary for facilities and transactions of this type (as reasonably determined by the Arrangers) (in certain cases, subject to customary and appropriate grace and cure periods and materiality thresholds to be mutually agreed upon) (including those specified under the caption “Events of Default” in Exhibit A to this Commitment Letter), with such changes and additions as are appropriate in connection with the Revolving Credit Loans (including, without limitation, the secured nature of the Revolving Credit Facility).

Equity Cure Rights	In the event that the Borrower fails to satisfy a financial covenant, the Revolving Loan Documents will contain certain equity cure rights pursuant to which, subject to the terms and conditions thereof (which shall be satisfactory in all respects to the Administrative Agent), the proceeds of common equity contributions and “qualified preferred equity” that are contributed as common equity to the Borrower (“Equity Cure Contributions”) shall be treated on a dollar-for-dollar basis as EBITDA of Parent solely for purposes of retroactively curing the default(s) under such financial covenant; provided that (i) in each four fiscal quarter period, there shall be a period of at least two consecutive fiscal quarters in respect of which no Equity Cure Contributions are made, (ii) no more than four Equity Cure Contributions may be made during the term of the Senior Credit Facilities; (iii) the amount of any Equity Cure Contributions in any fiscal quarter shall be no greater than the amount required to cause the Borrower to be in compliance with such financial covenant as at the end of such fiscal quarter, (iv) any reduction in indebtedness with the proceeds of Equity Cure Contributions shall be ignored for purposes of determining compliance with the financial covenants, and (v) all Equity Cure Contributions shall be disregarded for all purposes other than retroactively curing defaults under the financial covenant, including being disregarded for purposes of determining any baskets with respect to the covenants contained in the Senior Loan Documents. Upon contribution to the Borrower, 100% of the Equity Cure Contributions shall be immediately applied to the mandatory prepayment of the Revolving Credit Facility as described above under the caption “Mandatory Prepayments and Commitment Reductions”.

Exhibit C-6

Voting	Amendments and waivers with respect to the Revolving Loan Documents will require the approval of Lenders holding not less than a majority of the aggregate principal amount of the Revolving Credit Loans including participations in Letters of Credit and Swing Line Loans and unused commitments under the Revolving Credit Facilities (the “Required Lenders”), except that (i) the consent of each Lender directly affected thereby shall be required with respect to (a) reductions in the amount or extensions of the final maturity of any Revolving Credit Loan, (b) reductions in the rate of interest (other than a waiver of default interest) or any fee or other amount payable or extensions of any due date thereof, or (c) increases in the amount or extensions of the expiration date of any Lender’s commitment and (ii) the consent of 100% of the Lenders shall be required with respect to (a) reductions of any of the voting percentages or pro rata provisions, (b) releases of all or substantially all of the value of the guarantees of the Guarantors or of all or substantially all of the Collateral (other than in connection with permitted asset sales), or (c) assignments by any Credit Party of its rights or obligations under the Revolving Credit Facility.

Assignments and Participations	The Lenders shall be permitted to assign and sell participations in their loans and commitments, subject, in the case of assignments (other than assignments to another Lender, an affiliate of a Lender or an “approved fund” (to be defined in the Revolving Loan Documents)), to the consent of (x) the Administrative Agent, (the Issuing Lender and the Swing Line Lender and (z) and so long as no default or event of default has occurred and is then continuing, the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned); provided that the Borrower shall be deemed to have consented to such assignment if the Borrower has not otherwise rejected in writing such assignment within five (5) business days of the date on which such assignment is requested; provided further that, the Revolving Credit Facility shall not be participated or assigned to any natural person, the Borrower or any of its affiliates. In the case of partial assignments (other than to another Lender, an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $5.0 million with respect to Revolving Credit Loans. The Administrative Agent shall receive an administrative fee of $3,500 (payable by the assignee or assignor Lender) in connection with each assignment unless otherwise agreed by the Administrative Agent.

Exhibit C-7

	Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions, and will be subject to customary limitations on voting rights (as mutually agreed) Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Revolving Credit Facility only upon request. The Revolving Loan Documents shall contain customary provisions (as reasonably determined by the Arrangers) for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding at least a majority of the aggregate principal amount of the Loans including participations in Letters of Credit and Swing Line Loans and unused commitments under the Revolving Credit Facility shall have consented thereto.

Defaulting Lenders	The Revolving Loan Documents shall contain customary provisions relating to “defaulting” Lenders, including provisions relating to providing cash collateral to support Swing Line Loans or Letters of Credit, the suspension of voting rights and of rights to receive certain fees, and termination or assignment of commitments or Revolving Credit Loans of such Lenders.

Cost and Yield Protection	Each holder of Loans and each Issuing Lender will receive cost and interest rate protection customary for facilities and transactions of this type, including compensation in respect of prepayments, taxes (including gross-up provisions for withholding taxes imposed by any governmental authority and income taxes associated with all gross-up payments), changes in capital requirements, guidelines or policies or their interpretation or application after the Closing Date (including, for the avoidance of doubt (and regardless of the date adopted or enacted), with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations with respect thereto and (y) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III)), illegality, change in circumstances, reserves and other provisions deemed necessary by the Arrangers to provide customary protection for U.S. and non-U.S. financial institutions and other lenders.

Exhibit C-8

Expenses	If the Closing Date occurs, the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent and the Arrangers associated with the syndication of the Revolving Credit Facility and the preparation, negotiation, execution, delivery, filing and administration of the Revolving Loan Documents and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to one counsel selected by us (and, if reasonably necessary, of one regulatory counsel and of one local counsel in any relevant jurisdiction) and the fees and expenses of any other independent experts retained by Jefferies Finance with the prior written consent of the Borrower) and the charges of IntraLinks, SyndTrak or a similar service) and (ii) all out-of-pocket expenses of the Administrative Agent, the Collateral Agent, the Arrangers, any other agent appointed in respect of the Revolving Loan Facility and the Lenders (but limited, in the case of legal fees and expenses, to one counsel selected by us to all such persons, taken as a whole, and, in the case of an actual or potential conflict of interest, one additional counsel to the affected persons similarly situated, taken as a whole (and, in each case, if reasonably necessary, of one regulatory counsel and of one local counsel in any relevant jurisdiction) and other charges of external counsel and consultants) in connection with the enforcement of, or protection or preservation of rights under, the Revolving Loan Documents.

Indemnification	The Revolving Loan Documents will contain customary indemnities to be mutually agreed for (i) the Arrangers, the Administrative Agent, the Collateral Agent and the Lenders, (ii) each affiliate of any of the foregoing persons and (iii) each of the respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, agents, attorneys-in-fact and controlling persons of each of the foregoing persons referred to in clauses (i) and (ii) above (other than as a result of such person’s bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable ruling).

Governing Law and Forum	State of New York.

Counsel to the Arrangers, the Collateral Agent and the Administrative Agent	Paul Hastings LLP

Exhibit C-9

ANNEX A-I TO EXHIBIT A
TO COMMITMENT LETTER

Interest and Certain Fees

Interest Rate Options	The Borrower may elect that the Revolving Credit Loans comprising each borrowing bear interest at a rate per annum equal to:

	(i) the Base Rate plus the Applicable Margin; or

	(ii) Adjusted LIBOR plus the Applicable Margin;

	provided that all Swing Line Loans will be Base Rate Loans. The Borrower may elect interest periods of 1, 2, 3 or 6 months for Adjusted LIBOR Loans (as defined below).

	As used herein:

	“Applicable Margin” means (i) 3.00%, in the case of Base Rate Loans and (ii) 4.00%, in the case of Adjusted LIBOR Loans.

	“Base Rate” means the highest of (i) the “U.S. Prime Lending Rate” as published in The Wall Street Journal (the “Prime Rate”), (ii) the federal funds effective rate from time to time, plus 0.50%, (iii) the Adjusted LIBOR Rate for a one-month interest period plus 1.00% and (iv) 1.00%.

	“Adjusted LIBOR” means the higher of (i) the rate per annum (adjusted for statutory reserve requirements for Eurocurrency liabilities) at which Eurodollar deposits are offered in the interbank Eurodollar market for the applicable interest period and (ii) 1.00%.

Interest Payment Dates	With respect to Revolving Credit Loans bearing interest based upon the Base Rate (“Base Rate Loans”), quarterly in arrears on the last day of each calendar quarter and on the applicable maturity date.

	With respect to Revolving Credit Loans bearing interest based upon the Adjusted LIBOR Rate (“Adjusted LIBOR Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period and on the applicable maturity date.

Annex C-I-1

Unutilized Commitment Fee	The Borrower shall pay a commitment fee calculated at the rate of 0.50% per annum, on the average daily unused portion of the Revolving Credit Facility, payable quarterly in arrears. For purposes of the commitment fee calculations only, Swing Line Loans shall not be deemed to be a utilization of the Revolving Credit Facility.

Letter of Credit Fees	The Borrower shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Credit Loans made or maintained as Adjusted LIBOR Loans on the face amount of each such Letter of Credit. Such commission shall be shared ratably among the Lenders participating in the Revolving Credit Facility and shall be payable quarterly in arrears.

	In addition to letter of credit commissions, a fronting fee calculated at a rate per annum to be agreed upon by the Borrower and the applicable Issuing Lender on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary (as determined by the applicable Issuing Lender) administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

Default Rate	Overdue amounts shall bear interest at 2.00% above the rate applicable to Base Rate Loans and shall be payable on demand.

Rate and Fee Basis	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Base Rate Loans, the interest rate payable on which is then based on the Prime Rate) for the actual number of days elapsed (including the first day but excluding the last day).

Annex C-I-2

EXHIBIT D TO COMMITMENT LETTER

CLOSING CONDITIONS

Capitalized terms used but not defined in this Exhibit D have the meanings assigned to them elsewhere in this Commitment Letter (including in the other exhibits, schedules or annexes thereto). Subject in all cases to the Certain Funds Provisions, the availability of the Facilities on the Closing Date is solely conditioned upon satisfaction (or waiver) of the conditions precedent set forth below as well as the conditions precedent contained in Section 3 of this Commitment Letter, the conditions expressly set forth in Exhibit A under the heading “Other Provisions—Conditions Precedent” and, solely with respect to the Revolving Credit Facility, Exhibit C to this Commitment Letter under the heading “Other Provisions—Conditions Precedent”, in each case by Arrangers holding a majority of the commitments in respect of the applicable Facility. For purposes of this Exhibit D, references to “we”, “us” or “our” means Jefferies Finance, Jefferies, DB and their respective affiliates.

As used below, “Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state of New York; provided, that banks shall not be deemed to be authorized or required to be closed for this purpose due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations.

GENERAL CONDITIONS

1. Concurrent Financings. The Definitive Debt Documents shall be prepared by our counsel, shall be consistent with the Debt Financing Letters and Exhibit A, Exhibit C and this Exhibit D thereto, and shall have been executed and delivered by the Borrower and the Guarantors to the Administrative Agent. Solely to the extent the Revolving Credit Facility will close on the Closing Date, with respect to the Revolving Credit Facility (x) the Collateral Agent, for the benefit of the Lenders under the Revolving Credit Facility and the other secured parties thereunder, shall have been granted perfected first priority security interests in all assets of the Credit Parties to the extent described in Exhibit C to this Commitment Letter under the caption “Collateral” in form and substance satisfactory to the Arrangers; provided that this condition is subject to the Certain Funds Provision and (y) the Existing Credit Agreement shall have been (or shall be, contemporaneously with the closing of the Revolving Credit Facility) repaid in full (other than any obligations that survive termination of the Existing Credit Agreement, including any letters of credit that are cash collateralized or deemed issued under the Revolving Credit Facility), all commitments in respect thereof terminated, and all security and guarantees in respect thereof discharged and released.

2. Transactions. The Transactions (including the Acquisition and the Refinancing) shall have been consummated or will be consummated in all material respects in accordance with the Purchase Agreement and concurrently with or immediately following the borrowing of the Revolving Credit Loans and the Bridge Loans (or the issuance of the Notes in lieu of the Bridge Loans) and the receipt by the Purchaser of the proceeds of the foregoing, and the Target shall have become a wholly-owned subsidiary of the Purchaser. The Stock Purchase Agreement, dated as of September 28, 2020 (together with the annexes, schedules, exhibits and attachments thereto, the “Purchase Agreement”), among you, Socrates LLC, the Target and OEP AM Holdings, LLC, a Delaware limited liability company shall not have been amended, modified or waived, and the Borrower (or its applicable affiliate) shall not have consented to any action thereunder or pursuant thereto which would require the consent of the Borrower (or its applicable affiliate) under the Purchase Agreement, in each case, in any manner that would be materially adverse to the interest of the Lenders or the Arrangers in their respective capacities as such without the consent of the Arrangers (it being understood and agreed that (1) any decrease in the consideration to be paid on the Closing Date under the Purchase Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Arrangers unless such decrease does not exceed 10% of the consideration under the Purchase Agreement on the date of this Commitment Letter (provided that, in the event of such a decrease, the amount of the Debt Financing shall be reduced to give effect to such reduction in the amount of consideration to be paid) or pursuant to any purchase price or similar adjustment provisions set forth in the Purchase Agreement (as in effect on the date hereof), (2) any change to the definition of “Material Adverse Change” or any similar definition shall be deemed to be materially adverse to the interests of the Lenders and the Arrangers and (3) any modifications to any of the provisions relating to the Administrative Agent’s, the Collateral Agent’s, the Arrangers’ or any Lender’s liability, jurisdiction or status as a third party beneficiary under the Purchase Agreement (as in effect on the date hereof) shall be deemed to be adverse to the interest of the Lenders and the Arrangers).

Exhibit D-1

3. Financial Information. We shall have received (A) (i) audited consolidated balance sheets and related statements of operations and comprehensive income, stockholders’ equity and cash flows of the Company for the last three full fiscal years ended at least 90 days prior to the Closing Date and (ii) audited consolidated balance sheet and statements of income and cash flows of the Acquired Business for the last two full fiscal years ended at least 90 days prior to the Closing Date, (B) (i) unaudited consolidated balance sheets and related statements of operations and comprehensive income, stockholders’ equity and cash flows of the Company and (ii) unaudited consolidated balance sheet and the related statement of income and cash flows of the Acquired Business, in each case for each subsequent interim quarterly period ended at least 45 days prior to the Closing Date (and the corresponding period for the prior fiscal year), (C) a pro forma consolidated balance sheet and related pro forma consolidated statement of income and pro forma statement of cash flows of the Borrower (after giving effect to the Acquisition and the other Transactions) as of the last date of the most recently completed fiscal quarter, for the most recently completed fiscal year and any subsequent interim period for which financial statements are provided for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Acquisition and other Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), and in each case, prepared in accordance with Regulation S-X; provided, further, that the filing of the required financial statements on Form 10-K and Form 10-Q within such time periods by the Company or the Acquired Business, as the case may be, will satisfy the requirements of this Paragraph 3 with respect to the Company or the Acquired Business, as applicable. The Arrangers acknowledge receipt of the audited financial statements set forth in clause (A) of the Company for the years ended December 31, 2017, December 31, 2018 and December 31, 2019 and of the Acquired Business for the years ended December 31, 2018 and December 31, 2019 and the unaudited financial statements set forth in clause (B) of the Company and the Acquired Business for the quarter ended June 30, 2020 and June 30, 2019.

4. Payment of Fees and Expenses. All costs, fees, expenses (including legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation and amounts contemplated by the Debt Financing Letters or otherwise payable to us, the Lenders or any of our or their respective affiliates that, in the case of expenses, have been invoiced at least three Business Days prior to the Closing Date, shall have been paid to the extent due.

5. Customary Closing Documents. The following documents required to be delivered under the Definitive Debt Documents (but subject to the Certain Funds Provision), including customary lien, litigation and tax searches, certificates of insurance and customary legal opinions, corporate records and documents from public officials and officers’ certificates shall have been delivered. Without limiting the foregoing, you shall have delivered (a) at least three Business Days prior to the Closing Date, all documentation and other information required by U.S. regulatory authorities under applicable “know-your- customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation requested at least ten days prior to the Closing Date, and (b) a certificate from the chief financial officer of the Borrower in the form attached as Annex I to this Exhibit D.

6. Interim Period. The Closing Date shall not occur prior to the 90^th day after the date of the Commitment Letter.

Exhibit D-2

ANNEX I TO EXHIBIT D TO COMMITMENT LETTER

FORM OF SOLVENCY CERTIFICATE

Reference is made to that certain Bridge Loan Agreement (the “Bridge Loan Agreement”) dated as of [_____________], by and among the Borrower, the Lenders from time to time party thereto, Jefferies Finance LLC, as administrative agent and the other parties thereto. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Bridge Loan Agreement.

The undersigned, [_____________], the Chief Financial Officer of The Providence Service Corporation, a Delaware corporation (the “Borrower”), solely in such person’s capacity as Chief Financial Officer of the Borrower and not in any individual capacity, does herby certify pursuant to Section [____] of the Bridge Loan Agreement as follows:

(a) the sum of the liabilities (including contingent liabilities) of the Borrower and its subsidiaries, on a consolidated basis, does not exceed the present fair value or the present fair saleable value (on a going concern basis) of the present assets of the Borrower and its subsidiaries, on a consolidated basis;

(b) the capital of the Borrower and its subsidiaries, on a consolidated basis, is not unreasonably small in relation to the business of the Borrower and its subsidiaries, on a consolidated basis, as contemplated on the date hereof; and

(c) the Borrower and its subsidiaries, on a consolidated basis, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business.

For purposes of this Solvency Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5) in the ordinary course of business.

In reaching the conclusions set forth in this Solvency Certificate, the undersigned has (i) reviewed the Bridge Loan Agreement and other Loan Documents referred to therein and such other documents deemed relevant and (ii) made such other investigations and inquiries as the undersigned has deemed appropriate. The undersigned is familiar with the financial performance and prospects of the Borrower and its restricted subsidiaries.

The undersigned understands that the Lenders are relying on the truth and accuracy of contents of this Solvency Certificate in connection with the making of the Loans pursuant to the Bridge Loan Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above.

By:

____________________________
Name:
Title: Chief Financial Officer

Exhibit 99.1

Providence Expands into Home Care Segment with Accretive Acquisition of Simplura Health Group

-- Creates Nation’s Preeminent Social Determinants of Health Company --

-- Significantly Expands Addressable Market in a Large, Rapidly Growing Adjacency --

-- Immediately Accretive to Growth, Margins and Adjusted Earnings Per Share --

ATLANTA, GA – September 29, 2020 -- The Providence Service Corporation (“Providence” or the “Company”) (Nasdaq: PRSC), the nation’s largest manager of non-emergency medical transportation (“NEMT”) programs for state governments and managed care organizations and holder of a minority investment in Matrix Medical Network, today announced that the Company has entered into a definitive agreement to acquire Simplura Health Group (“Simplura”), which operates a large network of home health and personal care agencies across seven states, from One Equity Partners (“OEP”) in an all cash transaction at an enterprise value of $575 million (subject to customary purchase price adjustments).

Simplura provides over 20 million hours of non-medical personal care annually to primarily Medicaid patient populations, including seniors and disabled adults, in need of care monitoring and assistance performing daily living activities in the home setting. Simplura employs approximately 14,000 caregivers and is a market leader in the seven states in which it operates: New York, Pennsylvania, Massachusetts, Florida, New Jersey, West Virginia and Connecticut.

Daniel E. Greenleaf, President and Chief Executive Officer of Providence, commented, “With our agreement to acquire Simplura Health Group, we are fulfilling one of the key pillars of our operational strategy: transformational growth. Simplura brings us a complementary higher-margin business in non-medical personal care—a large, rapidly growing sector of healthcare that dovetails well with non-emergency medical transportation. This combination unifies two social-determinants-of-health pioneers that share a common mission, that provide value-based care and solutions to similar vulnerable patient populations, and that partner with many of the same payor groups. Financially, we expect this transaction to be immediately accretive to our adjusted earnings per share and project a short payback period due to Simplura’s attractive cash flow profile.”

Dave Middleton, President and Chief Executive Officer of Simplura, added, “We are excited to unite with a like-minded partner in Providence to deliver value and improved outcomes through our transportation and home care solutions for patients and payors. We also believe that the combined organization is an outstanding home for Simplura’s employees, who stand to benefit from greater career development and growth opportunities.”

Transaction Snapshot

Transaction

● Acquiring 100% of Simplura Health Group from One Equity Partners

● All cash transaction at an enterprise value of $575 million

● Expected to be immediately accretive to Adjusted EPS before synergies

Simplura Financials

(LTM 6/30/20)

● Revenue of $463.1 million

● Adjusted EBITDA of $49.6 million / Adjusted EBITDA Margin of 10.7%

Anticipated

Financing

● Fully committed debt financing from Jefferies and Deutsche Bank

● Pro forma net debt to 6/30/20 LTM EBITDA of approximately 3.6x with a path to deleveraging over the next twelve months

Timing

● Expected to close in the fourth quarter of 2020

● Subject to customary closing conditions

Jefferies LLC is serving as lead financial advisor to Providence and Gibson, Dunn & Crutcher LLP is serving as Providence’s legal advisor. Deutsche Bank Securities Inc. is also providing financial advice to the Company.

Guggenheim Securities LLC is serving as exclusive financial advisor to Simplura and Kirkland & Ellis LLP is serving as Simplura’s legal advisor.

Conference Call

Providence will hold a conference call to discuss the acquisition of Simplura Health Group on Tuesday, September 29, 2020 at 8:00 a.m. ET.

The webcast and accompanying investor presentation can be accessed on the Company’s website at:

https://investor.prscholdings.com/events-and-presentations/upcoming-events.

The webcast also can be accessed via the following link:

https://78449.themediaframe.com/dataconf/productusers/prs/mediaframe/41022/indexl.html.

To access the conference call by phone, please dial:

●

US toll-free: 1 877-423-9820

●

International: 1 201-493-6749

The conference call will be archived on the Company’s website.

About Providence

The Providence Service Corporation, through its wholly-owned subsidiary LogistiCare Solutions, LLC, is the nation's largest manager of non-emergency medical transportation programs for state governments and managed care organizations. Its range of services includes call center management, network credentialing, vendor payment management and non-emergency medical transport management. The Company also holds a minority interest in Matrix Medical Network which provides a broad array of assessment and care management services to individuals that improve health outcomes and health plan financial performance. For more information, please visit prscholdings.com.

Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are frequently identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” and similar words indicating possible future expectations, events or actions. Such forward-looking statements are based on current expectations, assumptions, estimates and projections about our business and our industry, and are not guarantees of our future performance. These forward-looking may include the incremental impact on our adjusted earnings per share, the anticipated potential short payback period due to Simplura’s attractive cash flow profile, expected increase in revenues, adjusted EBITDA, Adjusted EBITDA Margin, pro forma net debt and other measures of financial performance, potential future plans, strategies or transactions and other anticipated benefits of the proposed acquisition, including estimated synergies and customer cost savings resulting from the proposed acquisition, the expected timing of completion of the proposed acquisition, the estimated costs associated with the proposed acquisition and other statement that are not historical facts. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond our ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein, including but not limited to: the ability to obtain regulatory approvals, or the possibility that they may delay the transaction or that such regulatory approval may result in the imposition of conditions that could cause the parties to abandon the transaction; the risk that a condition to closing of the acquisition may not be satisfied; our ability to integrate our and Simplura’s businesses successfully and to achieve anticipated synergies; the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company’s operations; potential litigation relating to the proposed transaction that could be instituted against us or our directors; possible disruptions from the proposed transaction that could harm us and our business, including current plans and operations; our ability to retain, attract and hire key personnel; potential adverse reactions or changes to relationships with clients, employees, suppliers or other parties resulting from the announcement or completion of the acquisition; potential business uncertainty, including changes to existing business relationships, during the pendency of the acquisition that could affect our financial performance; certain restrictions during the pendency of the acquisition that may impact our ability to pursue certain business opportunities or strategic transactions; continued availability of capital and financing and rating agency actions; legislative, regulatory and economic developments; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors; the early termination for non-renewal of contracts; our ability to successfully respond to governmental requests for proposal; our ability to fulfill our contractual obligations; our ability to identify and successfully complete and integrate other acquisitions; our ability to identify and realize the benefits of strategic initiatives; the loss of any of the significant payors from whom we generate a significant amount of our revenue; our ability to accurately estimate the cost of performing under certain capitated contracts; our ability to match the timing of the costs of new contracts with its related revenue; the outcome of pending or future litigation; our ability to attract and retain senior management and other qualified employees; our ability to successfully complete recent divestitures or business termination; the accuracy of representations and warranties and strength of related indemnities provided to us in acquisitions or claims made against us for representations and warranties and related indemnities in our dispositions; our ability to effectively compete in the marketplace; inadequacies in or security breaches of our information technology systems, including our ability to protect private data; the impact of COVID-19 on us, including: the duration and scope of the pandemic; governmental, business and individuals’ actions taken in response to the pandemic; economic activity and actions taken in response; the effect on our clients and client demand for our services; and the ability of our clients to pay for our services; seasonal fluctuations in our operations; impairment of long-lived assets; the adequacy of our insurance coverage for automobile, general liability, professional liability and workers’ compensation; damage to our reputation by inaccurate, misleading or negative media coverage; our ability to comply with government healthcare and other regulations; changes in budgetary priorities of government entities that fund our services; failure to adequately comply with patient and service user information regulations; possible actions under Medicare and Medicaid programs for false claims or recoupment of funds for noncompliance; changes in the regulatory landscape applicable to Matrix; changes to our estimated income tax liability from audits or otherwise; our ability to meet restrictive covenants in our credit agreement; restrictions in the terms of our preferred stock; the costs of complying with public company reporting obligations; and the accuracy of our accounting estimates and assumptions.

The Company has provided additional information in our annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward- looking statements contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable law.

Investor Contact:

The Equity Group

Kalle Ahl, CFA

T: (212) 836-9614

[email protected]

Exhibit 99.2