Form 8-K

8-K — CROSS COUNTRY HEALTHCARE INC

Accession: 0000950103-26-006921

Filed: 2026-05-07

Period: 2026-05-06

CIK: 0001141103

SIC: 7363 (SERVICES-HELP SUPPLY SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp246394_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (dp246394_ex0201.htm)

EX-99.1 — EXHIBIT 99.1 (dp246394_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: dp246394_8k.htm · Sequence: 1

false

0001141103

2026-05-06

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 6, 2026

____________________________

Cross Country Healthcare, Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________

Delaware

0-33169

13-4066229

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

6551 Park of Commerce Boulevard, N.W., Boca Raton, FL

33487

(Zip Code)

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including

Area Code: (561) 998-2232

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

____________________________

Check the appropriate box below if

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

☐ Written communications pursuant

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

☒ Soliciting material pursuant

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

☐ Pre-commencement communications

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

☐ Pre-commencement communications

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

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

CCRN

The Nasdaq Stock Market LLC

Indicate by check mark whether the

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

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

Agreement and Plan of

Merger

On May 6, 2026, Cross Country Healthcare, Inc.,

a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),

by and among the Company, KL Criss Cross Intermediate, LLC, a Delaware limited liability company (“Parent”), and KL

Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant

to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned

subsidiary of Parent (the “Surviving Corporation”). Capitalized terms used but not defined herein shall the meanings

given to them in the Merger Agreement.

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement,

at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.0001

per share (a “Company Common Share”) (excluding (i) Company Common Shares held by the Company as treasury shares or

owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time and (ii) Dissenting Company Shares

(as defined in the Merger Agreement)), issued and outstanding immediately prior to the Effective Time will automatically be converted

into the right to receive $13.25 in cash, without interest (the “Merger Consideration”).

Pursuant to the Merger Agreement, unless otherwise

mutually agreed to by the parties, effective as of immediately prior to the Effective Time:

· Each restricted stock or unit award with respect to Company Common Shares that is subject solely to service-based vesting conditions

(each, a “Company Restricted Stock Award”) that is outstanding immediately prior to the Effective Time will, automatically

and without any action on behalf of the holder thereof, be fully vested, canceled and converted into the right to receive an amount in

cash equal to (i) the number of Company Common Shares subject to such Company Restricted Stock Award immediately prior to the Effective

Time multiplied by (ii) the Merger Consideration, and will be paid at or as soon as practicable after the Effective Time, and will

be subject to any applicable withholding; and

· Each restricted stock or unit award with respect to Company Common Shares that is subject to service- and performance-based vesting

conditions (each, a “Company Performance Stock Award”) that is outstanding immediately prior to the Effective Time

will, automatically and without any action on behalf of the holder thereof, be vested with performance as of immediately prior to the

Effective Time to be deemed to be achieved at the greater of target performance and actual performance (each, a “Vested Company

Performance Stock Award”), and each such Vested Company Performance Stock Award will be canceled and converted into the right

to receive an amount in cash equal to (A) the number of Company Common Shares subject to such Vested Company Performance Stock Award

immediately prior to the Effective Time

(after taking into account the performance in the manner set forth above) multiplied by (B) the Merger Consideration, and will

be paid at or as soon as practicable after the Effective Time, and will be subject to any applicable withholding.

If the Merger is consummated, the Company’s securities will be

delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), as promptly as practicable after the Effective Time.

Closing Conditions

The consummation of the Merger (the “Closing”)

is subject to certain customary mutual conditions, including (i) the approval of the Company’s stockholders holding a majority

of the voting power of the outstanding Company Common Shares entitled to vote on the adoption of the Merger Agreement, voting together

as a single class (the “Company Stockholder Approval”), (ii) the absence of any order or law issued by any governmental

authority prohibiting, rendering illegal or permanently enjoining the consummation of the Merger or, solely in respect of the Hart Scott

Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) or the Clayton Antitrust Act of 1914, the potential sale,

conditioned upon the consummation of the Closing, of all or part of the locums business division of the Company to an affiliate of Parent

(the “Locums Transaction”) (a “Legal Restraint”), and (iii) the expiration or termination of any

waiting period (or extensions thereof) applicable to the consummation of the Merger or the Locums Transaction under the HSR Act and any

commitment to or agreement (including any timing agreement) with any governmental authority with respect thereto (in each case, that

was mutually agreed by Parent and the Company) to delay the consummation of, or not to consummate before a certain date, any of the transactions

contemplated by the Merger Agreement (including the Locums Transaction).

The obligation of each party to consummate the Merger is also conditioned

upon (i) performance and compliance by the other party in all material respects with its pre-Closing obligations and covenants under the

Merger Agreement, (ii) the accuracy of the representations and warranties of the other party (subject to customary materiality qualifiers)

as of the date of the Merger Agreement and/or as of the Closing (as applicable), and (iii) in Parent’s case, the absence of a continuing

material adverse effect with respect to the Company and its subsidiaries, taken as a whole. The Merger is not subject to a financing condition.

Representations and Warranties and Covenants

The Company and Parent have each made customary representations, warranties,

and covenants in the Merger Agreement. Subject to certain exceptions, the Company has agreed, among other things, to covenants relating

to the conduct of its business during the interim period between the execution of the Merger Agreement and Closing. In addition, subject

to certain exceptions, the Company has agreed to covenants relating to (i) the submission of the Merger Agreement to the Company’s

stockholders at a meeting thereof for approval (the “Company Stockholders Meeting”) and (ii) recommendation by the

board of directors of the Company (the “Board”) in favor of the adoption by the Company’s stockholders of the

Merger Agreement.

No Solicitation

The Company is subject to customary “no-shop” restrictions

on the Company’s ability to solicit alternative acquisition proposals, to furnish information to, and participate in discussions

or negotiations with, third parties regarding any alternative acquisition proposals, subject to a customary “fiduciary out”

provision that allows the Company, under certain specified circumstances, to furnish information to, and participate in discussions or

negotiations with, third parties with respect to an alternative acquisition proposal if in response to a bona fide acquisition

proposal, the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such alternative

acquisition proposal constitutes, or could reasonably be expected to lead to, a superior proposal.

Termination and Fees

The Merger Agreement contains certain customary termination rights

for the Company and Parent. Parent and the Company may agree to terminate the Merger Agreement by mutual written consent. Either the Company

or Parent may terminate the Merger Agreement if (i) the Merger has not been consummated on or before the date that is five months from

the date of the Merger Agreement (the “End Date”) (provided, that if as of the End Date only certain conditions

related to the receipt of regulatory approvals have not been satisfied or waived, then the End Date will be

automatically extended until January 6, 2027; provided further

that if as of such extended date only certain conditions related to the receipt of regulatory approvals have not been satisfied or waived,

then the End Date will be automatically further extended until April 6, 2027), (ii) any Legal Restraint rendering illegal or permanently

enjoining the consummation of the Merger is in place and such order shall have become final and non-appealable, (iii) the Company Stockholder

Approval is not obtained at the Company Stockholders Meeting at which a vote on the adoption of the Merger Agreement is held, or (iv)

the other party breaches any representation, warranty, or covenant that results in the failure of the related closing condition to be

satisfied, subject to a cure period in certain circumstances. In addition, the Company may, under certain circumstances, terminate the

Merger Agreement in order for the Company to enter concurrently into a definitive written agreement with respect to an unsolicited superior

acquisition proposal, subject to the Company having first complied with its obligations under the “no-shop” provisions, including

Parent’s matching rights and payment of the Company Termination Fee (as defined below) to Parent, as set forth in the Merger Agreement.

In addition, Parent may, under certain circumstances, terminate the Merger Agreement if, prior to receipt of the Company Stockholder Approval,

(i) the Board changes or adversely modifies its recommendation that the Company’s stockholders vote in favor of adopting the Merger

Agreement or (ii) the Company materially breaches its obligations related to the Company Stockholders Meeting or the “no-shop”

provisions.

The Company is required to pay to Parent a one-time fee equal to $14,213,075

(the “Company Termination Fee”) if the Merger Agreement is terminated (i) by the Company in order for the Company to

enter into a definitive written agreement with respect to an unsolicited superior acquisition proposal, (ii) by Parent because the Board

changes or adversely modifies its recommendation that the Company’s stockholders vote in favor of adopting the Merger Agreement,

or (iii) (a) prior to the receipt of the Company Stockholder Approval, by either party due to failure to close by the End Date, (b) by

either party due to failure to obtain the Company Stockholder Approval or (c) by Parent in connection with the Company (1) materially

breaching its obligations under the “no-shop” provisions or related to the Company Stockholders Meeting prior to the receipt

of the Company Stockholder Approval, or (2) breaching its representations, warranties, or covenants in a manner that would cause the related

closing conditions to not be satisfied (subject to a cure period in certain circumstances), but only if, in the case of this clause (iii),

an alternative acquisition proposal was publicly announced after the date of the Merger Agreement or, in the case of a termination for

failure to obtain the Company Stockholder Approval, after the Company Stockholders Meeting, and not withdrawn, and, within 12 months after

termination of the Merger Agreement, a definitive agreement for the alternative acquisition proposal is entered into and is subsequently

consummated.

Parent is required to pay to the Company a one-time fee equal to

$14,213,075 (the “Parent Regulatory Termination Fee”) if the Merger Agreement is terminated by the Company or

Parent due to (i) failure to close by the End Date if, at the time of such termination, any Legal Restraint related to antitrust

laws is in place or the required antitrust approvals have not been received, (ii) failure to close due to a Legal Restraint related

to antitrust laws being in place if, at the time of such termination, all other closing conditions of Parent are satisfied, or (iii)

a material breach by Parent of its obligations to obtain antitrust approval.

Financing Commitments

Parent has obtained equity financing commitments for the Merger from

funds affiliated with Knox Lane LP (collectively, the “Investors”), the aggregate proceeds of which are expected to

be sufficient for Parent to pay the Merger Consideration and all related fees and expenses of the Company, Parent and Merger Sub.

Each of the Investors has also provided a limited guarantee in favor

of the Company to guarantee, subject to certain limitations, the payment of such Investor’s pro rata share of the obligation

of Parent following a termination of the Merger Agreement to pay (i) the Parent Regulatory Termination Fee and certain out-of-pocket fees,

costs and expenses incurred by the Company and its Subsidiaries in connection with, and solely to the extent reimbursable under, the Merger

Agreement and (ii) damages arising from the fraud or willful breach of Parent as provided in the Merger Agreement.

The Merger Agreement and the above description have been included to

provide investors with information regarding its terms. They are not intended to provide any other factual information about the Company,

Parent, or any of their respective subsidiaries or affiliates or to modify or supplement any factual disclosures about the Company included

in its public reports filed with the Securities and Exchange Commission (the “SEC”) or otherwise. The representations,

warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement, and, as of specific dates,

were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being

qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement

instead of establishing these matters as facts, and may be subject to standards of materiality that differ from those applicable to investors.

Investors should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual

state of facts or condition of the Company, Parent, or any of their respective subsidiaries or affiliates.

The foregoing description of the Merger Agreement and the transactions

contemplated thereby, including the Merger, do not purport to be complete and are qualified in their entirety by reference to the actual

Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K (“Report”)

and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 6, 2026, the Company issued

a press release announcing the execution of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Report and is incorporated

herein by reference.

The information in this Item 7.01 (including Exhibit

99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise

subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filings under the Securities

Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific

reference in such filing.

Item 8.01. Other Events

In consideration of the proposed Merger, the Company is canceling its

earnings conference call to discuss its first quarter 2026 financial results, which was previously scheduled to be held on May 7, 2026.

Additionally, the Board has determined to cancel the Company’s

2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), which was previously scheduled to be held virtually

on May 11, 2026, and to withdraw from consideration by the Company’s stockholders the proposals set forth in the proxy statement

for the 2026 Annual Meeting filed with the SEC on March 30, 2026, as revised by Amendment No. 1 thereto filed with the SEC on April 2,

2026.

Important Information and Where to Find It

This communication relates to a proposed Merger between the Company,

Parent and the other parties to the Merger Agreement. In connection with this proposed Merger, the Company will file a definitive proxy

statement on Schedule 14A (the “proxy statement”) or other documents with the SEC. This communication is not a substitute

for any proxy statement or other document the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND

SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY

STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and/or a notice of internet availability of proxy materials, when available,

will be mailed to the Company’s stockholders of record as of the close of business on the record date for the Company Stockholders

Meeting, as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other

documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed

with the SEC by the Company will be available free of charge on the Company’s internet website at https://ir.crosscountryhealthcare.com/

or by contacting the Company’s primary investor relations contact by email at jvogel@crosscountry.com or by phone at 561-237-8310.

The website addresses included herein are inactive textual references

only. The information contained on such websites is not incorporated into this Report.

Participants in the Solicitation

The Company, Parent, Merger Sub, their respective directors, and certain

of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed Merger.

Information about the directors and executive officers of the Company, their ownership of Company Common Shares, and the Company’s

transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was

filed with the SEC on March 10, 2026 in its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting in the sections entitled “Security Ownership

of Certain Beneficial Owners and Management” and “Related Party Transactions”, which was filed with the SEC on March 30, 2026, as amended by Amendment No. 1 thereto filed on April 2, 2026, certain of its Quarterly Reports on Form 10-Q, and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from the sources indicated

above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests,

by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when

they become available.

No Offer or Solicitation

This communication is for

informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to

buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction.

Forward Looking Statements

This communication contains “forward-looking statements”

within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of

historical fact, including statements regarding the proposed Merger, including the expected timing and closing of the proposed Merger;

the Company’s ability to consummate the proposed Merger; the expected benefits of the proposed Merger and other considerations taken

into account by the Board in approving the proposed Merger; the amounts to be received by stockholders; and expectations for the Company

prior to and following the Closing of the proposed Merger, may be deemed to be forward-looking statements. All such forward-looking statements

are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions

relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified

through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,”

“plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,”

“predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of

similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements

relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such

risks and uncertainties include, among others: (i) the timing to consummate the proposed Merger, (ii) the risk that a condition of Closing

of the proposed Merger may not be satisfied or that the Closing of the proposed Merger might otherwise not occur, (iii) the risk that

a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated,

(iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business

operations due to the proposed Merger, (vi) the risk that any announcements relating to the proposed Merger could have adverse effects

on the market price of Company Common Shares, (vii) the risk that the proposed Merger and its announcement could have an adverse effect

on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and

customers, (viii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the

Merger Agreement, including in circumstances requiring the Company to pay a termination fee, (ix) the risk that competing offers will

be made; (x) unexpected costs, charges or expenses resulting from the Merger, (xi) potential litigation relating to the Merger that could

be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers, including the effects

of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that the Company’s businesses

serve

which could have an effect on demand for the Company’s services

and impact the Company’s profitability, (xiii) effects from global pandemics, epidemics, or other public health crises, (xiv) changes

in marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, and customer needs, and (xv) disruptions in

the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements,

including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and

spending, costs of providing services, retention of key employees, and outcomes of legal proceedings, claims and investigations. Accordingly,

actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned

against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances

of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking

statements is available in the Company’s filings with the SEC, including the risks and uncertainties identified in Part I, Item

1A - Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s other

filings with the SEC. The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this

communication, and, except as may be required by applicable law, the Company does not assume any obligation to update or revise any forward-looking

statement made in this communication or that may from time to time be made by or on behalf of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

2.1

Agreement and Plan of Merger, dated as of May 6, 2026, among Cross Country Healthcare, Inc., KL Criss Cross Intermediate, LLC and KL Criss Cross Merger Sub, Inc.

99.1

Press Release with respect to the Merger, issued by Cross Country Healthcare, Inc., dated as of May 6, 2026.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 6, 2026

CROSS COUNTRY HEALTHCARE, INC.

By:

/s/ Kevin C. Clark

Name:

Kevin C. Clark

Title:

Co-Founder, Chairman and Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: dp246394_ex0201.htm · Sequence: 2

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

dated as of

May 6, 2026

among

CROSS COUNTRY HEALTHCARE, INC.,

KL CRISS CROSS INTERMEDIATE, LLC

and

KL CRISS CROSS MERGER SUB, INC.

TABLE OF CONTENTS

Page

Article 1

Definitions

Section 1.01.

Definitions

Section 1.02.

Other Definitional and Interpretative Provisions

Article 2

The Merger

Section 2.01.

The Merger

Section 2.02.

Conversion of Shares

Section 2.03.

Surrender and Payment

Section 2.04.

Dissenting Shares

Section 2.05.

Treatment of Equity Awards

Section 2.06.

Adjustments

Section 2.07.

Withholding Rights

Section 2.08.

Lost Certificates

Article 3

The Surviving Corporation

Section 3.01.

Certificate of Incorporation

Section 3.02.

Bylaws

Section 3.03.

Directors and Officers

Article 4

Representations and Warranties of the Company

Section 4.01.

Corporate Existence and Power

Section 4.02.

Corporate Authorization

Section 4.03.

Governmental Authorization

Section 4.04.

Non-Contravention

Section 4.05.

Capitalization

Section 4.06.

Subsidiaries

Section 4.07.

SEC Filings; Internal Control

Section 4.08.

Financial Statements

Section 4.09.

Disclosure Documents

Section 4.10.

Absence of Certain Changes

Section 4.11.

No Undisclosed Liabilities

Section 4.12.

Compliance with Laws; Permits

Section 4.13.

Litigation

Section 4.14.

Properties

Section 4.15.

Intellectual Property; Data Privacy

Section 4.16.

Taxes

Section 4.17.

Employee Benefit Plans

Section 4.18.

Employee and Labor Matters

Section 4.19.

Environmental Matters

Section 4.20.

Material Contracts

Section 4.21.

Insurance

Section 4.22.

Finders’ Fees

Section 4.23.

Opinion of Financial Advisor

Section 4.24.

Antitakeover Statutes

Section 4.25.

Acknowledgement of No Other Representations and Warranties

Article 5

Representations and Warranties of Parent

Section 5.01.

Corporate Existence and Power

Section 5.02.

Corporate Authorization

Section 5.03.

Governmental Authorization

Section 5.04.

Non-Contravention

Section 5.05.

Disclosure Documents

Section 5.06.

Litigation

Section 5.07.

Finders’ Fees

Section 5.08.

Financing

Section 5.09.

Limited Guaranty

Section 5.10.

Solvency

Section 5.11.

Ownership of Common Shares

Section 5.12.

Acknowledgement of No Other Representations and Warranties

Article 6

Covenants of the Company

Section 6.01.

Conduct of the Company

Section 6.02.

Company Stockholders Meeting

Section 6.03.

Access to Information

Section 6.04.

No-Shop.

Section 6.05.

Stock Exchange Delisting

Section 6.06.

ABL Cooperation

Section 6.07.

Locums Cooperation

Article 7

Covenants of Parent

Section 7.01.

Conduct of Parent

Section 7.02.

Obligations of Merger Sub

Section 7.03.

Director and Officer Liability

Section 7.04.

Employee Matters

Article 8

Covenants of Parent and the Company

Section 8.01.

Regulatory Undertakings

Section 8.02.

Certain Filings

Section 8.03.

Public Announcements

Section 8.04.

Further Assurances

Section 8.05.

Section 16 Matters

Section 8.06.

Notices of Certain Events

Section 8.07.

Litigation and Proceedings

Section 8.08.

Takeover Statutes

Section 8.09.

Resignations

Article 9

Conditions to the Merger

Section 9.01.

Conditions to the Obligations of Each Party

Section 9.02.

Conditions to the Obligations of Parent and Merger Sub

Section 9.03.

Conditions to the Obligations of the Company

Section 9.04.

Frustration of Closing Conditions

Article 10

Termination

Section 10.01.

Termination

Section 10.02.

Effect of Termination

Section 10.03.

Termination Fee

Article 11

Miscellaneous

Section 11.01.

Notices

Section 11.02.

No Survival of Representations and Warranties, Covenants and Agreements

Section 11.03.

Amendments and Waivers

Section 11.04.

Expenses

Section 11.05.

Disclosure Schedule

Section 11.06.

Binding Effect; Benefit; Assignment

Section 11.07.

Governing Law

Section 11.08.

Jurisdiction

Section 11.09.

WAIVER OF JURY TRIAL

Section 11.10.

Counterparts; Effectiveness

Section 11.11.

Entire Agreement

Section 11.12.

Severability

Section 11.13.

Specific Performance

iii

Exhibit A Certificate of Incorporation of Surviving

Corporation

AGREEMENT AND PLAN OF MERGER

(as amended in accordance with the terms and conditions hereof, this “Agreement”) dated as of May 6, 2026, among Cross

Country Healthcare, Inc., a Delaware corporation (the “Company”), KL Criss Cross Intermediate, LLC, a Delaware limited

liability company (“Parent”), and KL Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary

of Parent (“Merger Sub”).

W I T N E S S E T H :

WHEREAS, the board of directors

of the Company (the “Board of Directors”) has (a) determined that this Agreement and the transactions contemplated

by this Agreement, including the Merger, on the terms and subject to the conditions set forth herein, are fair to and in the best interests

of the Company and its stockholders, (b) declared this Agreement and the transactions contemplated by this Agreement, including the

Merger, advisable, (c) approved this Agreement, the execution and delivery by the Company of this Agreement, the performance by the

Company of the agreements contained herein and the consummation of the transactions contemplated hereby, including the Merger, on the

terms and subject to the conditions contained herein, (d) subject to ‎Section

6.04 and ‎Article 10 hereof, directed that the adoption

of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (e) resolved, subject to ‎‎Section

6.04(b) hereof, to recommend adoption of this Agreement and the transactions contemplated by this Agreement, including the Merger,

to the stockholders of the Company; and

WHEREAS, the board of directors

of each of Parent and Merger Sub has (a) determined that this Agreement and the transactions contemplated by this Agreement, including

the Merger, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of Parent and Merger Sub,

(b) declared this Agreement and the transactions contemplated by this Agreement, including the Merger, advisable and (c) approved

this Agreement, the execution and delivery of this Agreement, the performance of their respective agreements contained herein and the

consummation of the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions contained

herein.

NOW, THEREFORE, in consideration

of the foregoing and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article

Definitions

Section 1.01. Definitions. As

used herein, the following terms have the following meanings:

“1933 Act”

means the Securities Act of 1933.

“1934 Act”

means the Securities Exchange Act of 1934.

“ABL Credit Agreement”

has the meaning set forth in ‎Section 6.06(a)(i).

“Acceptable Confidentiality

Agreement” means a confidentiality agreement that contains terms, with respect to confidentiality and use, taken as a whole,

that are not materially less restrictive to the Company’s counterparty thereto than those contained in the Confidentiality Agreement

(it being understood and agreed that such confidentiality agreement need not contain any standstill or similar provision).

“Acquisition Proposal”

means (other than the Merger) any inquiry, indication of interest, proposal or offer from any Person or group, other than Parent and its

Subsidiaries, relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions)

of assets of the Company or its Subsidiaries (including securities of the Company’s Subsidiaries) equal to 20% or more of the consolidated

assets of the Company, or to which 20% or more of the revenues or earnings of the Company on a consolidated basis are attributable, (ii)

direct or indirect acquisition or issuance (whether in a single transaction or a series of related transactions) of (1) 20% or more

of any class of equity or voting securities of the Company or (2) any equity or voting securities of the Company or any of the Company’s

Subsidiaries representing, directly or indirectly, 20% or more of the consolidated assets of the Company or 20% or more of the revenues

or earnings of the Company and its Subsidiaries on a consolidated basis, (iii) tender offer or exchange offer that, if consummated, would

result in such Person or group beneficially owning (1) 20% or more of any class of equity or voting securities of the Company or

(2) any equity or voting securities of the Company or any of the Company’s Subsidiaries representing, directly or indirectly, 20%

or more of the consolidated assets of the Company and its Subsidiaries or 20% or more of the revenues or earnings of the Company and its

Subsidiaries on a consolidated basis, or (iv) merger, consolidation, share exchange, business combination, joint venture, reorganization,

recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, under which such Person

or group would acquire, directly or indirectly, (A) assets (including securities of the Company’s Subsidiaries) equal to 20%

or more of the consolidated assets of the Company and its Subsidiaries, or to which 20% or more of the revenues or earnings of the Company

and its Subsidiaries on a consolidated basis are attributable, or (B) beneficial ownership of (1) 20% or more of any class of

equity or voting securities of the Company or (2) any equity or voting securities of the Company or any of the Company’s Subsidiaries

representing, directly or indirectly, 20% or more of the consolidated assets of the Company and its Subsidiaries or 20% or more of the

revenues or earnings of the Company and its Subsidiaries on a consolidated basis.

“Adverse Recommendation

Change” has the meaning set forth in ‎Section

6.04(a).

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such

Person; provided that for purposes of this Agreement, Parent and Merger Sub shall be deemed not to be Affiliates of the Company

and vice versa; provided further that each of KL Champion Holdings LP and All Star shall be deemed to be an Affiliate of

Parent. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled

by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,

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

or by contract or otherwise.

“Agreement”

has the meaning set forth in the Preamble.

“Anti-Corruption

Law” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other Applicable Law related to bribery or corruption.

“Antitrust Division”

has the meaning set forth in ‎Section 8.01(b).

“Applicable Law”

means, with respect to any Person, any domestic or foreign federal, state or local law (statutory, common or otherwise), constitution,

treaty, act, statute, code, rule, ordinance, regulation, Order or other similar requirement enacted, adopted, promulgated or applied by

a Governmental Authority that is binding upon or applicable to such Person.

“Balance Sheet Date”

has the meaning set forth in ‎‎Section 4.10.

“Board of Directors”

has the meaning set forth in the Recitals.

“Business Day”

means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable

Law to close.

“Capitalization Date”

has the meaning set forth in ‎Section 4.05(a).

“CBA” has

the meaning set forth in ‎Section 4.18(a).

“Certificate of Merger”

has the meaning set forth in ‎‎Section 2.01(c).

“Certificated Shares”

has the meaning set forth in ‎Section 2.03(a).

“Certificates”

has the meaning set forth in ‎Section 2.03(a).

“Chosen Courts”

has the meaning set forth in ‎‎Section 11.08.

“Closing”

has the meaning set forth in ‎‎Section 2.01(b).

“Closing Date”

has the meaning set forth in ‎‎Section 2.01(b).

“Code”

means the U.S. Internal Revenue Code of 1986.

“Company”

has the meaning set forth in the Preamble.

“Company Balance

Sheet” means the audited consolidated balance sheet of the Company as of the Balance Sheet Date, and the footnotes thereto set

forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025.

“Company Cash Amount”

has the meaning set forth in ‎Section 2.03(a).

“Company Common Shares”

has the meaning set forth in ‎‎Section 4.05(a).

“Company Disclosure

Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company

to Parent and Merger Sub or their Representatives.

“Company Equity Awards”

has the meaning set forth in ‎Section 2.05(c).

“Company Financial

Statements” has the meaning set forth in ‎Section

4.08.

“Company Material

Adverse Effect” means any Effect that, individually or in the aggregate, (A) would reasonably be expected to prevent or materially

impair the Company’s ability to consummate the transactions contemplated by this Agreement on or before the End Date or (B) has

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

of the Company and its Subsidiaries, taken as a whole, provided that, for purposes of this clause (B), excluding any Effect arising

out of or resulting from (i) changes or prospective changes in GAAP or the interpretation thereof, (ii) changes or prospective changes

in Applicable Law or the interpretation thereof, (iii) general economic, political, regulatory, legal or tax conditions in the United

States or any other country or region, including changes in financial, credit, securities, commodities or currency markets (including

changes in interest or exchange rates) and the imposition or adjustment of tariffs, (iv) changes or conditions generally affecting any

of the industries in which the Company or any of its Subsidiaries operates, (v) geopolitical conditions (including the current dispute

and conflict between the Russian Federation and Ukraine and the current conflict in the Middle East, and any evolutions or escalations

thereof and any sanctions or other Applicable Laws, directives, policies, guidelines or recommendations promulgated by any Governmental

Authority in connection therewith), the outbreak or escalation of hostilities, acts of war, sabotage, terrorism, cyberterrorism, protests,

riots, strikes, global health conditions (including any epidemic, pandemic or disease outbreak) or fires, floods, earthquakes, weather

events or other disasters, or any action taken by any Governmental Authority in response to any of the foregoing, (vi) the execution,

delivery and performance of this Agreement or the announcement or consummation of the transactions contemplated by this Agreement or the

identity of or any facts or circumstances relating to Parent or any of its Affiliates, including the impact of any of the foregoing on

the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with customers, suppliers, service providers, employees,

Governmental Authorities or any other Persons and any stockholder or derivative litigation relating to the execution, delivery and performance

of this Agreement or the announcement or consummation of the transactions contemplated by this Agreement (provided that this clause

(vi) shall not apply with respect to any representation and warranty the purpose of which is to address the consequences of the execution,

delivery and performance of this Agreement or the consummation of the transactions hereunder), (vii) any actions taken (or omitted to

be taken) by the Company, in each case, which Parent has expressly approved, consented to or requested in writing following the date hereof,

(viii) any failure by the Company or any of its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions

of financial performance or integration synergies for any period, (ix) changes in the price or trading volume of the Company Common Shares

or any other securities of the Company on the NASDAQ or any other market on which such securities are quoted for purchase and sale or

changes in the credit ratings of the Company (it being understood that any underlying facts giving rise or contributing to the failure

or changes described in clauses (viii) or (ix) that are not otherwise excluded from the definition of a “Company Material Adverse

Effect” may be taken into account in determining

whether there has been or would

reasonably be expected to have a Company Material Adverse Effect), or (x) any actions taken (or omitted to be taken) by any party

hereto that are required, expressly contemplated or expressly permitted to be taken (or omitted to be taken) pursuant to this Agreement,

including any actions required under this Agreement to obtain any approvals, consents, registrations, permits, authorizations and other

confirmations under applicable Competition Laws for the consummation of the Merger, except, with respect to clauses (i), (ii), (iii),

(iv) and (v), to the extent that such Effect is disproportionately adverse to the Company and its Subsidiaries relative to others in the

industries in which the Company and its Subsidiaries operate, in which case only the incremental disproportionate adverse Effect may be

taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur.

“Company-Owned Intellectual

Property” means any and all Intellectual Property owned by the Company or any of its Subsidiaries.

“Company Performance

Stock Award” means a restricted stock or restricted stock unit award with respect to Company Common Shares that is subject to

service- and performance-based vesting conditions granted under a Company Stock Plan.

“Company Plan”

means any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA) and each other employment

agreement, bonus, incentive, termination, severance, separation, change in control, retention, profit-sharing, pension, retirement, deferred

compensation, equity or equity-based, health or other welfare, disability, post-employment welfare or other compensation or benefit plan,

program, policy or agreement, in each case that is sponsored, maintained, contributed to or required to be contributed to by the Company

or any of its Subsidiaries for the benefit of any Company Service Provider, or with respect to which the Company or any of its Subsidiaries

has any liability or obligation (contingent or otherwise), other than any such plan, policy or agreement that is (i) an offer letter providing

for at-will employment or (ii) statutorily mandated and implemented, administered or operated by any Governmental Authority.

“Company Preferred

Shares” has the meaning set forth in ‎Section

4.05(a).

“Company Recommendation”

has the meaning set forth in ‎‎Section 4.02(b).

“Company Restricted

Stock Award” means a restricted stock or restricted stock unit award with respect to Company Common Shares that is subject to

vesting conditions based solely on continued employment or service granted under a Company Stock Plan.

“Company SEC Documents”

has the meaning set forth in ‎‎Section 4.07(a).

“Company Securities”

has the meaning set forth in ‎‎Section 4.05(b).

“Company Service

Provider” means any current or former employee, officer, director or individual independent contractor of the Company or any

of its Subsidiaries, in each case who is retained directly by the Company or its applicable Subsidiary (and not indirectly through any

third party entity, staffing company or other Person).

“Company Source Code”

has the meaning set forth in ‎Section 4.15(g).

“Company Stock Plans”

means, collectively, the 2024 Omnibus Incentive Plan and the 2020 Omnibus Incentive Plan, in each case, as amended from time to time.

“Company Stockholder

Approval” has the meaning set forth in ‎Section

4.02(a).

“Company Stockholders

Meeting” has the meaning set forth in ‎‎Section

6.02.

“Company Subsidiary

Securities” has the meaning set forth in ‎‎Section

4.06(b).

“Company Termination

Fee” means an amount in cash equal to $14,213,075.

“Compensation Committee”

has the meaning set forth in ‎Section 2.05(c).

“Competition Laws”

means the HSR Act and all other Applicable Laws that are designed or intended to prohibit, restrict or regulate foreign investment or

mergers or acquisitions, antitrust, monopolization, lessening of competition or restraint of trade.

“Confidentiality

Agreement” has the meaning set forth in ‎‎Section

6.03(b).

“Continuing Employee”

has the meaning set forth in ‎Section 7.04(b).

“D&O Insurance”

has the meaning set forth in ‎Section 7.03(b).

“Data Privacy Laws”

means all Applicable Laws to the extent relating to privacy, security or the processing of personal information.

“DGCL”

means the General Corporation Law of the State of Delaware.

“Dissenting Company

Shares” has the meaning set forth in ‎Section

2.04(a).

“Divestiture Action”

has the meaning set forth in ‎Section 8.01(c).

“Effect”

means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence.

“Effective Time”

has the meaning set forth in ‎‎Section 2.01(c).

“End Date”

has the meaning set forth in ‎‎Section 10.01(b)(i).

“Enforceability Exceptions”

has the meaning set forth in ‎‎Section 4.02(a).

“Enforcement Costs”

has the meaning set forth in ‎Section 10.03(a)(iii).

“Environmental Laws”

means any Applicable Laws to the extent relating to pollution or the protection of the environment.

“Equity Commitment

Letter” has the meaning set forth in ‎Section

5.08.

“Equity Financing”

has the meaning set forth in ‎Section 5.08.

“Equity Financing

Sources” has the meaning set forth in ‎Section

5.08.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“Ex-Im Laws”

means all Applicable Laws relating to export, re-export, transfer or import controls (including the Export Administration Regulations

administered by the U.S. Department of Commerce, and customs and import laws and regulations administered by U.S. Customs and Border Protection).

“Exchange Agent”

has the meaning set forth in ‎‎Section 2.03(a).

“Financial Advisor”

has the meaning set forth in ‎Section 4.22.

“FTC” has

the meaning set forth in ‎Section 8.01(b).

“GAAP”

means generally accepted accounting principles in the United States.

“Governmental Authority”

means any transnational, domestic or foreign federal, state, provincial, local or other governmental, regulatory or administrative authority,

department, court, commission, agency, arbitrator or arbitral body (public or private) or official, including any political subdivision

thereof, or the NASDAQ or any self-regulatory organization.

“Hazardous Substance”

means any (i) material, substance or waste that is listed, defined or regulated as “hazardous” or “toxic,” or

as a “pollutant” or “contaminant” (or words of similar meaning and regulatory effect) under Environmental Laws;

and (ii) petroleum, petroleum products, per- and polyfluoroalkyl substances (including PFAs, PFOA, PFOS, Gen X, and PFBs), polychlorinated

biphenyls (PCBs), asbestos and asbestos-containing materials, radon, and toxic mold or fungi.

“Healthcare Laws”

means, all applicable healthcare laws of any Governmental Authority, and all such laws relating to the regulation, provision, consultation,

management, administration of, and payment for, the healthcare services of the Company, including but not limited to: the Federal Health

Care Program Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the False Claims Act, 31 U.S.C. §§ 3729-3733; the exclusion

law, 42 U.S.C. § 1320a-7; the civil monetary penalties law, 42 U.S.C. § 1320 a-7a; the False Claim Law, 42 U.S.C. § 1320a-7b(a);

the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health

Act (Title XIII of the American Recovery and Reinvestment Act of 2009), collectively “HIPAA”; any laws with respect

to healthcare-related fraud and abuse, false claims, self-referrals, and licensure; and any laws applicable to Healthcare Providers including

but not limited to: credentialing and licensing, quality and safety, supervision, the corporate practice of medicine, nursing and other

licensed professionals, payor enrollment and billing, and fee-splitting.

“Healthcare Provider”

means any individual that provides healthcare services requiring a local, state or federal license, registration or approval.

“HSR Act”

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

“Indemnified Person”

has the meaning set forth in ‎Section 7.03(a).

“Intellectual Property”

means all intellectual property and similar proprietary rights in any jurisdiction anywhere in the world, including in the following:

trademarks, service marks and trade names (including any and all goodwill related thereto), domain names, inventions, patents, trade secrets,

copyrights, rights in software, know-how and any registrations or applications for registration of any of the foregoing.

“Internal Controls”

has the meaning set forth in ‎‎Section 4.07(d).

“International Plan”

means any Company Plan that is not a U.S. Plan.

“Intervening Event”

has the meaning set forth in ‎‎Section 6.04(f).

“IRS” has

the meaning set forth in ‎Section 4.17(b).

“Knowledge”

means (i) with respect to the Company, the actual knowledge of the individuals listed on Section 1.01(a)(i) of the Company Disclosure

Schedule, after reasonable inquiry of their direct reports that would reasonably be expected to have knowledge of the relevant subject

matter, and (ii) with respect to Parent, the actual knowledge of the individuals listed on Section 1.01(a)(ii) of the Company Disclosure

Schedule, after reasonable inquiry of their direct reports that would reasonably be expected to have knowledge of the relevant subject

matter.

“Lease”

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

“Legal Restraint”

has the meaning set forth in ‎Section 9.01(b).

“Lien”

means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance, hypothecation, exclusive

license, option, right of first refusal, right of first offer, preemptive right or other similar adverse claim or similar restriction

of any kind in respect of such property or asset.

“Limited Guaranty”

has the meaning set forth in ‎Section 5.09.

“Material Contract”

has the meaning set forth in ‎Section 4.20(a).

“Material Customers”

means the 15 largest customers of the Company and its Subsidiaries, as measured by the dollar amount of revenue therefrom (on a consolidated

basis) for the 12-month period ended December 31, 2025.

“Material Vendor”

means the 15 largest vendors of the Company and its Subsidiaries, excluding any independent providers, as measured by the dollar amount

of purchases therefrom (on a consolidated basis) for the 12-month period ended December 31, 2025.

“Maximum Premium”

has the meaning set forth in ‎Section 7.03(b).

“Merger”

has the meaning set forth in ‎Section 2.01(a).

“Merger Consideration”

has the meaning set forth in ‎‎Section 2.02(a).

“Merger Sub”

has the meaning set forth in the Preamble.

“NASDAQ”

means the NASDAQ Global Select Market.

“Order”

means any order, writ, injunction, judgment or decree, ruling, directive, determination or arbitration award of any Governmental Authority.

“Parent”

has the meaning set forth in the Preamble.

“Parent Material

Adverse Effect” means any Effect that would reasonably be expected to prevent, impair or materially delay the ability of Parent

or Merger Sub to perform its obligations hereunder or consummate the Merger or the other transactions contemplated hereby.

“Parent Regulatory

Termination Fee” has the meaning set forth in ‎Section

10.03(a)(iii).

“Parent Related Parties”

means Parent, the Equity Financing Sources and any of their respective former, current or future representatives, Affiliates, direct or

indirect equityholders, incorporators, general or limited partners, successors or assignees, and any former, current or future representative,

Affiliate, controlling person, direct or indirect equityholder, incorporator, general or limited partner, successor or assignee of any

of the foregoing.

“Payoff Amount”

has the meaning set forth in ‎Section 6.06(a)(ii).

“Permit”

means each governmental license, franchise, certificate, approval, registration, consent, order, decree or other similar authorization

of a Governmental Authority relating to the assets or business of the Company or its Subsidiaries which is necessary for the conduct of

the business as currently conducted.

“Permitted Liens”

means (a) any Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate Proceedings and for which

an adequate reserve is reflected in the Company’s financial statements in accordance with GAAP, (b) vendors’, carriers’,

warehousemen’s, mechanics’, materialmen’s, worker’s, repairmen’s or other similar Liens arising in the ordinary

course of business as to which there is no default or which are being contested in good faith by appropriate Proceedings and which are

not yet due and payable and for which adequate accruals or reserves have been maintained in accordance with GAAP, (c) pledges or deposits

made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security

legislation, (d) gaps in the chain of title evident from the records of the applicable Governmental Authority maintaining such records

and other encumbrances of record as of the date of this Agreement that would not reasonably be expected to, individually or in the aggregate,

materially impair the continued use and operation of the assets to which they relate in the business of the Company and its Subsidiaries

as currently conducted, (e) easements, rights-of-way, covenants, restrictions and other encumbrances incurred in the ordinary course of

business that, in the aggregate, are not material in amount and that do not, in any case, materially impair the current use or occupancy

of the real property subject thereto, (f) statutory landlords’ Liens and Liens granted to landlords under any lease, (g) non-exclusive

licenses or sublicenses of Intellectual Property in the ordinary course of business, (h) any purchase money security interests, equipment

leases or similar financing arrangements entered into in the ordinary course of business, (i) any Liens securing indebtedness or liabilities

that are reflected on

the Company Balance Sheet, the

existence of which are disclosed in the notes to the Company Financial Statements, (j) with respect to any securities, any transfer restrictions

of general applicability as may be provided under the 1933 Act or other Applicable Law or restrictions under the organizational documents

of the issuer of such securities, and (k) Liens as set forth on Section 1.01(b) of the Company Disclosure Schedule.

“Person”

means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including

a Governmental Authority or any “group” within the meaning of Section 13(d) of the 1934 Act.

“Proceeding”

means any action, claim, charge, complaint, audit, inquiry, arbitration, mediation, investigation, litigation, suit or other legal proceeding

commenced, brought, conducted or heard by or before, any Governmental Authority or arbitrator.

“Proxy Statement”

has the meaning set forth in ‎Section 8.02.

“Representatives”

means, with respect to a Person, such Person’s directors, officers, employees, investment bankers, attorneys, accountants, consultants

and other advisors and representatives acting on such Person’s behalf.

“Required Regulatory

Approvals” means the notices, authorizations, registrations, approvals, Orders, Permits, confirmations and consents from any

Governmental Authority that are necessary, proper or advisable in connection with the consummation of transactions contemplated by this

Agreement, including without limitation the Locums Transaction.

“Sanctioned Person”

means at any time any Person: (i) listed on any Sanctions-related list of designated or blocked Persons (including the Office of Foreign

Assets Control’s List of Specially Designated Nationals and Blocked Persons); (ii) ordinarily resident in or organized under the

laws of a country, region or territory that is, or has been since April 24, 2019, the subject or target of comprehensive Sanctions (as

of the date of this Agreement, Cuba, Iran, North Korea, the Crimea, Sevastopol, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of

Ukraine and Venezuela); or (iii) owned directly or indirectly, 50% or more (in the aggregate) or otherwise controlled by any of the foregoing.

“Sanctions”

means, collectively, the sanctions and trade embargos imposed, administered or enforced by the United States government (including the

U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security

Council, the European Union and its member states, and His Majesty’s Treasury.

“SEC” means

the U.S. Securities and Exchange Commission.

“Short-Term Incentives”

has the meaning set forth in ‎Section 7.04(c).

“Solvent”

has the meaning set forth in ‎‎Section 5.10.

“Subsidiary”

means, with respect to any Person, (i) any entity of which such Person, directly or indirectly, owns securities or other ownership interests

having ordinary voting power

to elect a majority of the board

of directors or other governing body or (ii) any entity in which such Person is or any of its Subsidiaries is a general partner or managing

member of such other Person.

“Superior Proposal”

has the meaning set forth in ‎‎Section 6.04(e).

“Surviving Corporation”

has the meaning set forth in ‎Section 2.01(a).

“Tax” or

“Taxes” means (i) any federal, state, local, or non-U.S. tax (including, without limitation, any income tax, gross

receipts or compensating tax, capital gains tax, franchise tax, value-added tax, sales tax, property tax, use tax, estimated tax, levy,

assessment, tariff, duty (including any customs duty), deficiency, license, excise, severance, environmental, stamp, occupation, premium,

windfall profits, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value added, transfer tax, any

other tax, governmental fee, or other like assessment or charge, in each case, in the nature of a tax) and (ii) interest, penalty, fine

or addition to tax imposed by any Governmental Authority in connection with any item described in clause (i).

“Tax Return”

means any report, return, document, declaration or other information or filing (including attachments and exhibits) supplied or required

to be supplied to any Governmental Authority with respect to Taxes, including information returns, any documents with respect to or accompanying

payments of estimated Taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return,

document, declaration or other information, including any amendments thereof and schedules thereto.

“Third Party”

means any Person, including as defined in Section 13(d) of the 1934 Act, other than the Company, Parent or any of their respective

Affiliates.

“Treasury Regulations”

means the regulations of the U.S. Treasury Department promulgated under the Code (including any successor regulations).

“Uncertificated Shares”

has the meaning set forth in ‎Section 2.03(a).

“U.S. Plan”

means any Company Plan that covers Company Service Providers located primarily within the United States.

“Vested Company Performance

Stock Award” has the meaning set forth in ‎Section

2.05(b).

“WARN Act”

means the Worker Adjustment and Retraining Notification Act of 1988 and any similar Applicable Law.

“Willful Breach”

means a material breach of, or a material failure to perform, any representation, warranty, covenant or agreement set forth in this Agreement

in each case that is the consequence of an act or omission by a party with the knowledge that the taking of such act or failure to take

such act would, or would reasonably be expected to, result in, constitute or cause such material breach or material failure to perform.

Section 1.02. Other

Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder”

and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The

captions herein are included for convenience of reference only and will be ignored in the construction or interpretation hereof. References

to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless

otherwise specified. All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and

made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule

but not otherwise defined therein will have the meaning as defined in this Agreement. Any singular term in this Agreement will

be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes”

or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation,”

whether or not they are in fact followed by those words or words of like import. References to “ordinary course of business”

will be deemed to be followed by the words “consistent with past practices” with such practices being interpreted hereunder

taking into account the circumstances thereof. “Writing,” “written” and comparable terms refer to printing,

typing and other means of reproducing words (including electronic media) in a visible form. The word “or” will

not be deemed to be exclusive. The word “extent” and the phrase “to the extent” when used in this Agreement

will mean the degree to which a subject or other thing extends, and such word or phrase will not simply mean “if.” References

to any statute, law or other Applicable Law will be deemed to refer to such statute, law or other Applicable Law as amended from time

to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any agreement

or contract are to that agreement or contract as amended, modified or supplemented from time to time. References to any Person

include the successors and permitted assigns of that Person. References to a “party” or the “parties”

mean a party or the parties to this Agreement unless the context otherwise requires. References from or through any date mean,

unless otherwise specified, from and including or through and including, respectively. Except as otherwise expressly set forth

herein, all amounts required to be paid hereunder will be paid in United States currency in the manner and at the times set forth herein. Whenever

this Agreement requires Merger Sub to take any action, such requirement will be deemed to include an undertaking on the part of Parent

to cause Merger Sub to take such action. The parties hereto have participated jointly in the negotiation and drafting of this

Agreement, and each has been represented by counsel of its choosing and, in the event an ambiguity or question of intent or interpretation

arises, this Agreement will be construed as if drafted jointly by such parties and no presumption or burden of proof will arise favoring

or disfavoring any party due to the authorship of any provision of this Agreement. Unless otherwise specifically indicated,

all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. References

to “law,” “laws” or to a particular statute or law will be deemed to also include any Applicable Law. References

to documents or information “made available” or “provided” to Parent or similar terms will mean documents or information

(i) publicly available on the SEC EDGAR database at least one Business Day prior to the execution of this Agreement or (ii) uploaded at

least one Business Day prior to the execution of this Agreement in the “Project Ignite” dataroom hosted on Intralinks.

Article

The Merger

Section 2.01. The

Merger.

(a) At

the Effective Time, Merger Sub will merge with and into the Company (the “Merger”) in accordance with the DGCL, whereupon

the separate existence of Merger Sub will cease, and the Company will be the surviving corporation as a wholly owned Subsidiary of Parent

(the “Surviving Corporation”).

(b) Subject

to the provisions of ‎Article 9, the closing

of the Merger (the “Closing”) will take place through the electronic exchange of the applicable documents and signature

pages, using PDFs or electronic signatures, as soon as possible, but in any event no later than three Business Days after the date the

conditions set forth in ‎‎Article 9 (other

than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible,

waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled

to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may mutually

agree in writing. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

the Closing, the Company and Merger Sub shall file a certificate of merger (the “Certificate of Merger”) with the Delaware

Secretary of State and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger

will become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time

as may be specified in the Certificate of Merger) (the “Effective Time”).

(d) From

and after the Effective Time, the Surviving Corporation will possess all the rights, powers, privileges and franchises and be subject

to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under the DGCL.

Section 2.02. Conversion

of Shares. At the Effective Time, and by virtue of the Merger and without any action on the part of Parent, Merger

Sub, the Company or the holders of any Company Common Shares or any shares of capital stock of Parent or Merger Sub:

(a) Except

as otherwise provided in ‎‎Section 2.02(b),

‎or ‎‎Section

2.04, each Company Common Share outstanding immediately prior to the Effective Time (including each Company Equity Award, subject

to ‎Section 2.05) will automatically be converted

into the right to receive $13.25 in cash, without interest (the “Merger Consideration”). As of the Effective

Time, all such Company Common Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist,

and will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ‎‎Section

2.03, without interest if paid in accordance with this Agreement.

(b) Each

Company Common Share held by the Company as a treasury share or owned by Parent, Merger Sub or any other Subsidiary of Parent immediately

prior to the Effective Time will be canceled and cease to exist, and no payment will be made with respect thereto.

share of common stock of Merger Sub outstanding immediately prior to the Effective Time will be converted into and become one share of

common stock of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Section 2.03. Surrender

and Payment.

(a) At

least three Business Days prior to the Closing Date, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange

Agent”) and enter into an exchange agent agreement, reasonably acceptable to the Company, with the Exchange Agent for the purpose

of exchanging for the Merger Consideration as promptly as practicable after the Effective Time (i) certificates representing Company

Common Shares (the “Certificates,” and such underlying shares, “Certificated Shares”) or (ii) uncertificated

Company Common Shares (the “Uncertificated Shares”). At or prior to the Effective Time, Parent shall make

available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificated Shares and the Uncertificated

Shares. Such cash may be invested by the Exchange Agent as directed by Parent; provided (i) that such investments must

be in short-term obligations of the United States with maturities of no more than thirty days or guaranteed by the United States and backed

by the full faith and credit of the United States or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors

Service, Inc. or Standard & Poor’s Corporation, respectively, (ii) no such investment will relieve Parent or the Exchange Agent

from making the payments required by this ‎Article

2 and (iii) no such investment will have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any

interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. No

loss incurred with respect to such investments will decrease the amounts payable pursuant to this Agreement. In the event that

the amount of cash held by the Exchange Agent is insufficient to pay the aggregate Merger Consideration, Parent will promptly deposit,

or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required

to make all such payments pursuant to ‎Section 2.03(c). The

aggregate Merger Consideration as so deposited with the Exchange Agent will not be used for any purpose other than to fund payments pursuant

to ‎Section 2.03(c), except as expressly provided

for in this Agreement.

(b) Notwithstanding

‎Section 2.03(a), it is contemplated that the

available unrestricted cash of the Company and its Subsidiaries at the Effective Time may be used to pay a portion of the Merger Consideration.

Accordingly, the Company agrees that Parent may request the Company to, and if so requested the Company shall transfer, or cause its applicable

Subsidiaries to transfer, to the extent permitted by Applicable Law and the organizational documents, credit agreements and contracts

of the Company and its Subsidiaries, all or a portion of such cash, subject to reserves determined by the Company in consultation with

Parent, to the Exchange Agent at the Closing (such amount, the “Company Cash Amount”); provided, that (x) the

Company shall not be deemed to have breached this Agreement and (y) no condition to Closing set forth herein shall fail to be satisfied,

in each case of the foregoing clauses (x) and (y), based on the amount of cash available to be included in the Company Cash Amount or

as a result of any breach of any covenant relating to the Company Cash Amount or any failure by the Company or its Subsidiaries to transfer

the Company Cash Amount so long as the Company uses good faith efforts to comply with this ‎Section

2.03(b). Parent shall notify the Company at least five Business Days prior to the Closing

Date if it intends

to request the Company to transfer the Company Cash Amount to the Exchange Agent, and following such notification the Company and Parent

shall cooperate in good faith to determine the amount of unrestricted cash that is available for the Company Cash Amount and Parent shall

specify the requested amount of the Company Cash Amount no later than three Business Days prior to the Closing Date. The amount of the

Company Cash Amount actually transferred by the Company to the Exchange Agent shall be deemed to have been made available to the Exchange

Agent by Parent for purposes of ‎Section 2.03(a).

promptly as practicable after the Effective Time (but no later than three Business Days thereafter), Parent shall send, or shall cause

the Exchange Agent to send, to each holder of Company Common Shares at the Effective Time a letter of transmittal and instructions (in

each case, which will be in a form reasonably acceptable for the Company and finalized prior to the Effective Time, and which will specify

that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates (or affidavits

of loss in lieu thereof pursuant to ‎Section 2.08)

or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. Each holder of Company Common Shares

that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon (i) surrender to the Exchange

Agent of a Certificate (or affidavits of loss in lieu thereof pursuant to ‎Section

2.08), together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the

Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry

transfer of Uncertificated Shares, the Merger Consideration payable for each Certificated Share and each Uncertificated Share (less any

applicable and permitted withholding). Until so surrendered or transferred (including by providing affidavits of loss in lieu

thereof pursuant to ‎Section 2.08), as the case

may be, each such Certificated Share or Uncertificated Share will represent from and after the Effective Time for all purposes only the

right to receive the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any

such Company Common Shares.

(d) If

any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate (or

affidavits of loss in lieu thereof pursuant to ‎Section

2.08) or the transferred Uncertificated Share is registered, it will be a condition to such payment that (i) either such Certificate

(or affidavit of loss) shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall

be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required

as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the

satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(e) At

the Effective Time, the share transfer books of the Company will be closed, and there will be no further registration of transfers of

Company Common Shares. If, after the Effective Time, Certificates (or affidavits of loss in lieu thereof pursuant to ‎Section

2.08) or Uncertificated Shares are presented to the Surviving Corporation or the Exchange Agent, they will be canceled and exchanged

for the Merger Consideration provided for by, and in accordance with the procedures set forth in, this ‎‎Article

(f) Any

portion of the Merger Consideration made available to the Exchange Agent pursuant to ‎Section

2.03(a) (and any interest or other income earned thereon) that remains

unclaimed by the holders

of Company Common Shares 12 months after the Effective Time will be returned to Parent, upon demand, and any such holder who has not exchanged

such Company Common Shares for the Merger Consideration in accordance with this ‎‎Section

2.03 prior to that time will thereafter look only to Parent for payment of the Merger Consideration in respect of such Company Common

Shares without any interest thereon, if paid in accordance with this Agreement. Notwithstanding the foregoing, none of Parent,

the Surviving Corporation or the Exchange Agent will be liable to any holder of Company Common Shares for Merger Consideration delivered

to a Governmental Authority pursuant to any applicable abandoned property, escheat or similar Applicable Law.

Section 2.04. Dissenting

Shares.

(a) Notwithstanding

anything to the contrary set forth in this Agreement, all Company Common Shares that are issued and outstanding as of immediately prior

to the Effective Time and held by a stockholder of the Company who shall have neither voted in favor of the adoption of this Agreement

nor consented thereto in writing and who shall have properly and validly demanded their statutory rights of appraisal in respect of such

Company Common Shares in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted

into, or represent the right to receive, the Merger Consideration pursuant to ‎‎Section

2.02(a). Such Company stockholders will be entitled to receive payment of the appraised value of such Dissenting Company

Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by stockholders of

the Company who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting

Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable

for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificates

or transfer of the Uncertificated Shares, as applicable, that formerly evidenced such Company Common Shares in the manner provided in

‎Section 2.03 (or in the case of a lost, stolen

or destroyed Certificate, upon delivery of an affidavit in accordance with the provisions of ‎Section

2.08).

(b) The

Company shall give Parent prompt notice of any demands for appraisal received by the Company, withdrawals of such demands and any other

instruments served pursuant to the DGCL and received by the Company in respect of Dissenting Company Shares. Parent shall have

the right to participate (at its expense) in all negotiations and Proceedings with respect to demands for appraisal pursuant to the DGCL

in respect of Dissenting Company Shares. The Company may not, except with the prior written consent of Parent, make any payment

with respect to any demands for appraisal or settle or offer to settle any such demands in respect of Dissenting Company Shares.

Section 2.05. Treatment

of Equity Awards.

(a) Unless

otherwise mutually agreed to by the Parties in writing, effective as of immediately prior to the Effective Time, each Company Restricted

Stock Award that is outstanding immediately prior to the Effective Time shall, automatically and without any action on behalf of the holder

thereof, be fully vested, canceled and converted into the right to receive an amount in cash equal to (i) the number of Company Common

Shares subject to such Company

Restricted Stock Award

immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.

(b) Unless

otherwise mutually agreed to by the Parties in writing, effective as of immediately prior to the Effective Time, each Company Performance

Stock Award that is outstanding immediately prior to the Effective Time shall, automatically and without any action on behalf of the holder

thereof, be treated as follows: each Company Performance Stock Award shall be vested with performance as of immediately prior to the Effective

Time to be deemed to be achieved at the greater of target performance and actual performance (each, a “Vested Company Performance

Stock Award”), and each such Vested Company Performance Stock Award shall be canceled and converted into the right to receive

an amount in cash equal to (A) the number of Company Common Shares subject to such Vested Company Performance Stock Award immediately

prior to the Effective Time (after taking into account the performance in the manner set forth above) multiplied by (B) the Merger

Consideration.

to the Effective Time, the compensation committee of the Board of Directors (the “Compensation Committee”) or the Board

of Directors, as applicable, shall adopt resolutions and take any actions that are necessary to effectuate the treatment of the Company

Restricted Stock Awards and the Company Performance Stock Awards (together, the “Company Equity Awards”) pursuant to

this ‎‎Section 2.05. As soon as practicable

following the date hereof and in all events prior to, and contingent upon, the Effective Time, the Company shall cause the Company Stock

Plans to terminate immediately prior to the Effective Time.

(d) All

payments due under this ‎‎‎Section 2.05

shall be made at or as soon as practicable after the Effective Time (and in no event later than the next regularly scheduled payroll run

of the Company or Surviving Corporation that is at least five Business Days following the Closing Date), pursuant to the Company’s

or the Surviving Corporation’s ordinary payroll practices, and will be subject to any applicable withholding.

Section 2.06. Adjustments. If,

during the period between the date of this Agreement and the Effective Time, the outstanding shares of capital stock of the Company shall

have changed into a different number or class of shares by reason of any reclassification, recapitalization, share split or combination,

exchange or readjustment of shares, or any share dividend thereon with a record date during such period, the Merger Consideration and

any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided that nothing

in this ‎Section 2.06 shall permit the Company

to take any action that is prohibited by the terms of this Agreement.

Section 2.07. Withholding

Rights. Notwithstanding anything to the contrary herein, Parent, the Company, the Surviving Corporation and any

of their Affiliates or agents (including the Exchange Agent) shall be entitled to deduct and withhold from any amounts otherwise payable

or delivered pursuant to this Agreement (including ‎Section

2.03(a)) such amounts as are required to be deducted or withheld under the Code or any other Applicable Law relating to Taxes. Any

amounts so deducted or withheld shall, to the extent paid over to the appropriate Governmental Authority, be treated for all purposes

of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Section 2.08. Lost

Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that

fact by the Person claiming such Certificate to be lost, stolen or destroyed, and, if required by Parent or the Exchange Agent, the posting

by such Person of a bond, in such reasonable amount as Parent or the Exchange Agent may direct, as indemnity against any claim that may

be made against it with respect to such Certificate, the Exchange Agent shall pay, in exchange for such lost, stolen or destroyed Certificate,

the Merger Consideration to be paid in respect of the Company Common Shares represented by such Certificate, as contemplated by this ‎Article

Article

The Surviving Corporation

Section 3.01. Certificate

of Incorporation. At the Effective Time, and by virtue of the Merger, the certificate of incorporation of the Surviving

Corporation shall be amended and restated as set forth in Exhibit A, and, as so amended and restated, shall be the certificate

of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law.

Section 3.02. Bylaws. The

bylaws of Merger Sub in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation (except that references

to the name of Merger Sub shall be replaced by reference to the name of the Surviving Corporation) until thereafter amended in accordance

with Applicable Law.

Section 3.03. Directors

and Officers. From and after the Effective Time, until their successors are duly elected or appointed and qualified

or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving

Corporation and Applicable Law, (a) the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation

and (b) the officers of Merger Sub at the Effective Time shall be the officers of the Surviving Corporation.

Article

Representations and Warranties of the Company

With respect to this ‎Article

4, except (a) as disclosed in any Company SEC Document filed before the date of this Agreement (but excluding any forward-looking

disclosures set forth in any “risk factors” section, “management’s discussion and analysis of financial condition

and results of operations” section, or any disclosures in any “forward-looking statements” section or similar cautionary,

forward-looking or predictive statements; it being understood that any factual information contained within such sections shall not be

excluded) where the relevance of the information as an exception to a particular representation is reasonably apparent on the face of

such disclosure; provided, that this qualification shall not apply to any of the representations or warranties set forth in ‎Section

4.01 (Corporate Existence and Power), ‎Section

4.02 (Corporate Authorization), ‎Section

4.05(a)-(d) (Capitalization), ‎Section

4.22 (Finders’ Fees), ‎Section 4.23

(Opinion of Financial Advisor) and ‎Section

4.24 (Antitakeover Statutes) or, (b) subject to ‎‎Section

11.05, as set forth in the Company Disclosure Schedule, the Company represents and warrants to Parent and Merger Sub that:

Section 4.01. Corporate

Existence and Power.

(a) The

Company (x) is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and

(y) has all corporate powers required to carry on its business as now conducted in all material respects.

(b) The

Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the conduct of its

business in such jurisdiction, as currently conducted, requires such qualification, except for those jurisdictions where the failure to

be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect.

and correct copies of the Company’s Certificate of Incorporation and bylaws, each as amended and in effect as of the date of this

Agreement, are on file with the SEC. The Company is not in violation of any provisions of the Company’s Certificate of

Incorporation or bylaws in any material respect.

Section 4.02. Corporate

Authorization.

(a) The

execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated

hereby are within the Company’s corporate powers and, except for obtaining the Company Stockholder Approval and the filing of the

Certificate of Merger with the Secretary of State of the State of Delaware, have been duly authorized by all necessary corporate action

on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Company Common Shares to adopt

this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital

stock required by Applicable Law in connection with the consummation of the Merger. The Company has duly executed and delivered

this Agreement, and, assuming due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a

valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability

may be limited by bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws of general applicability relating to or

affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether at law or in equity (collectively,

the “Enforceability Exceptions”)).

(b) At

a meeting duly called and held, the Board of Directors has (i) determined that this Agreement and the transactions contemplated by this

Agreement, including the Merger, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of

the Company and its stockholders, (ii) declared this Agreement and the transactions contemplated by this Agreement, including the Merger,

advisable, (iii) approved this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company

of the agreements contained herein and the consummation of the transactions contemplated hereby, including the Merger, on the terms and

subject to the conditions contained herein, (iv) subject to ‎Section

6.04 and ‎Article 10 hereof, directed that

the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (v) resolved, subject to ‎‎Section

6.04(b) hereof, to recommend adoption of this Agreement and the transactions contemplated by this Agreement,

including the Merger,

to the stockholders of the Company (such recommendation, the “Company Recommendation”).

Section 4.03. Governmental

Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by

the Company of the transactions contemplated hereby require no action by or in respect of, or filing by the Company with, any Governmental

Authority, other than (a) compliance with any applicable requirements of the HSR Act and any other applicable Competition Laws, (b) the

filing with the SEC of such reports and other filings under, and compliance with any applicable requirements of, the 1933 Act, the 1934

Act and any other applicable securities laws, (c) the filing of the Certificate of Merger with the Secretary of State of the State of

Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business,

(d) compliance with the rules and regulations of the NASDAQ, (e) compliance with change of ownership or control filings associated with

the Permits as listed on Section 4.03(e) of the Company Disclosure Schedule and (f) any other actions or filings (i) required solely by

reason of the participation of Parent or Merger Sub (as opposed to any Third Party) in the transactions contemplated hereby or (ii) the

absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.04. Non-Contravention. Except

as set forth on ‎Section 4.04 of the Company

Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and, assuming compliance with the matters

referred to in ‎Section 4.03 and receipt of the

Company Stockholder Approval, the consummation by the Company of the transactions contemplated hereby do not and will not (a) contravene,

conflict with, or result in any violation or breach of any provision of the organizational documents of the Company or any of its Subsidiaries,

(b) contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (c) require any consent

or other action by any Person under, constitute a breach or default (with or without the passage of time) under, or cause or permit the

termination, acceleration, cancellation or other change of any right or obligation or the loss of any benefit to the Company or any Subsidiary

under any Material Contract, Lease or Permit or (d) result in the creation or imposition of any Lien (other than Permitted Liens) on any

asset of the Company or any of its Subsidiaries, with only such exceptions, in the case of each of clauses ‎(b)

through ‎(d), as would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect.

Section 4.05. Capitalization.

(a) The

authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $0.0001 per share (the “Company

Common Shares”), and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Company Preferred Shares”). As

of May 5, 2026 (the “Capitalization Date”), there were outstanding (i) 31,008,174 Company Common Shares, (ii) no

Company Preferred Shares, (iii) 1,298,310 Company Common Shares subject to outstanding Company Restricted Stock Awards and (iv) 699,205

Company Common Shares subject to outstanding Company Performance Stock Awards (at target levels). All outstanding shares of capital stock

of the Company have been, and all shares that may be issued pursuant to any Company Stock Plans will be, when issued, duly authorized

and validly issued, fully paid and nonassessable and not subject to preemptive rights.

(b) Except

(x) as set forth in this ‎‎Section 4.05

and (y) for changes since the Capitalization Date resulting from the exercise, vesting, conversion or any settlement of Company Equity

Awards, as of the date hereof there are no issued, reserved for issuance, promised by contract or outstanding (i) shares of capital

stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable

or exercisable for shares of capital stock or other voting securities of or ownership interests in the Company, (iii) warrants, calls,

options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock or other voting securities

or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities

or ownership interests in the Company or (iv) stock options, restricted stock, restricted stock units, stock appreciation rights,

phantom equity, profits interests, performance units or similar securities or rights issued by the Company that are derivative of, or

provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities or ownership

interests of the Company (the items in clauses ‎(i) through

‎(iv) being referred to collectively as the “Company

Securities”).

of the date of this Agreement, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right

to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common

Shares may vote.

(d) ‎Section

4.05(d) of the Company Disclosure Schedule sets forth a list of all outstanding Company Restricted Stock Awards and Company Performance

Stock Awards as of the Capitalization Date, including (i) the grantee, (ii) the grant date, (iii) the number of Company Common Shares

subject to each such award, (iv) the vesting schedule of each award, and (v) the Company Stock Plan under which such award was granted.

(e) There

are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company

Securities. There are no stockholder agreements, voting trusts or similar agreements to which the Company is a party with respect

to the voting of the Company Securities, and there are no outstanding agreements, commitments or obligations of the Company or any of

its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities, or granting or extending any preemptive rights,

subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities.

(f) Except

as set forth in this ‎‎Section 4.05, none

of (i) the shares of capital stock of the Company or (ii) Company Securities are owned by any Subsidiary of the Company.

Section 4.06. Subsidiaries.

(a) Each

Subsidiary of the Company has been (i) duly formed, is validly existing and (where applicable) in good standing under the laws of its

jurisdiction of organization and (ii) has all organizational powers required to carry on its business as now conducted in all material

respects. Each such Subsidiary is duly qualified to do business as a foreign entity and (where applicable) is in good standing

in each jurisdiction where the conduct of its business in such jurisdiction, as currently conducted, requires such qualification, except

for those jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to have,

individually or in

the aggregate, a Company Material Adverse Effect. All Subsidiaries of the Company and their respective jurisdictions of organization

are set forth in Section 4.06(a) of the Company Disclosure Schedule.

(b) All

of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are owned by

the Company, directly or indirectly, free and clear of any Lien (other than Permitted Liens). As of the date hereof, there

are no issued, reserved for issuance, promised by contract or outstanding (i) securities of any Subsidiary of the Company convertible

into, or exchangeable or exercisable for, shares of capital stock or other voting securities of, or ownership interests in, any Subsidiary

of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations

of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any

securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests

in, any Subsidiary of the Company or (iii) stock options, restricted stock, stock appreciation rights, phantom equity, profits interests,

performance units or similar securities or rights issued by the Company or any of its Subsidiaries that are derivative of, or provide

economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership

interests in, any Subsidiary of the Company (the items in clauses ‎‎(i)

through ‎‎(iii) being referred to collectively as the “Company

Subsidiary Securities”).

are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company

Subsidiary Securities. Except for the capital stock or other voting securities of or equity or ownership interests in its Subsidiaries,

the Company does not own, directly or indirectly, any capital stock or other voting securities or ownership interests of any Person.

(d) The

Company has made available to Parent prior to the date hereof a true and complete copy of the certificate of incorporation and bylaws

(or equivalent organizational documents) of each Subsidiary of the Company, each as in effect as of the date of this Agreement. Each such

certificate of incorporation and bylaws (or equivalent organizational documents) is in full force and effect. None of the Subsidiaries

of the Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents),

except as would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole).

Section 4.07. SEC

Filings; Internal Control.

(a) The

Company has filed with or furnished to the SEC on a timely basis all reports, schedules, forms, statements, prospectuses, registration

statements and other documents required to be filed with or furnished to the SEC by the Company pursuant to Applicable Law since January

1, 2026 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company

SEC Documents”). None of the Subsidiaries of the Company is, or at any time since January 1, 2025 has been, required

to file any reports, schedules, forms, statement or other documents with the SEC.

(b) As

of its filing date (or, if amended or superseded by a filing prior to the date hereof, as of the date of such amended or superseded filing),

each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof will when so filed comply, as to

form, in all material respects, with the applicable requirements of the 1933 Act, the 1934 Act and the Sarbanes-Oxley Act, as the case

may be.

of its filing date (or, if amended or superseded by a filing prior to the date hereof, as of the date of such amended or superseded filing),

each Company SEC Document did not contain any untrue statement of a material fact or omit to state any material fact necessary in order

to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the extent

any Company SEC Documents available in the SEC Edgar database contains redactions pursuant to a request for confidential treatment or

otherwise, the Company has made available to Parent, to the extent specifically requested by Parent, the full text of such Company SEC

Documents.

(d) The

Company and each of its officers are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act. Since

January 1, 2024, the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed, established and maintained

disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries,

is timely recorded and made known to the management, including the chief executive officer and chief financial officer, of the Company

by others within those entities, (ii) designed, established and maintained internal controls over financial reporting (“Internal

Controls”), as defined in Section 13a-15 under the 1934 Act, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP and (iii) based on the most recent

evaluation of its chief executive officer and chief financial officer prior to the date hereof, disclosed to the Company’s independent

auditors and the audit committee of the Board of Directors any significant deficiencies or material weaknesses in the design or operation

of the Company’s Internal Controls that are reasonably likely to adversely affect the Company’s ability to record, process,

summarize and report financial data. As of the date hereof, to the Knowledge of the Company, since the most recent evaluation

of the Company’s chief executive officer and chief financial officer prior to the date hereof, neither the audit committee of the

Board of Directors nor the Company’s independent auditors have identified or been made aware of any fraud, whether or not material,

that involves management or other employees who have a significant role in the Company’s Internal Controls.

(e) As

of the date hereof, none of the Company SEC Documents is the subject of any unresolved or outstanding SEC comment or, to the Knowledge

of the Company, the subject of ongoing SEC review. Since January 1, 2024, the Company has not received, and to the Knowledge

of the Company is not the subject of, any written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries

has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls.

(f) Since

January 1, 2024, the Company has complied, and the Company is in compliance, in all material respects with the applicable listing and

corporate governance rules and regulations of the NASDAQ.

(g) Except

as permitted under the 1934 Act, the Sarbanes-Oxley Act and the applicable rules of NASDAQ, and as disclosed in the Company SEC Documents,

neither the Company nor any of its Affiliates has made, arranged or modified any extensions of credit in the form of a personal loan to

any executive officer of the Company or member of the Board of Directors.

Section 4.08. Financial

Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements

of the Company included or incorporated by reference in the Company SEC Documents (the “Company Financial Statements”)

fairly present in all material respects, in conformity with GAAP applied on a consistent basis throughout the periods covered thereby

(except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries

as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to, in the case

of any unaudited consolidated interim financial statements, normal year-end audit adjustments and the absence of footnotes).

Section 4.09. Disclosure

Documents. The Proxy Statement will, when definitively filed, and at the time of the filing of any amendment thereto,

comply as to form in all material respects with the applicable requirements of the 1934 Act. At the time the Proxy Statement

and any amendments or supplements thereto are first mailed to the stockholders of the Company and at the time of the Company Stockholders

Meeting, the Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit

to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. The representations and warranties contained in this ‎‎Section

4.09 do not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information supplied

to the Company by Parent or Merger Sub or any of their respective Representatives in writing specifically for use or incorporation by

reference therein.

Section 4.10. Absence

of Certain Changes. Since December 31, 2025 (the “Balance Sheet Date”) through the date of this

Agreement, (a) the business of the Company and its Subsidiaries has been conducted in the ordinary course in all material respects and

(b) there has not been any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect. Since the Balance Sheet Date through the date of this Agreement, there has not been any action taken by the

Company or any of its Subsidiaries that, if taken during the period from the date of this Agreement through the Effective Time without

Parent’s consent, would constitute a breach of ‎Section

6.01.

Section 4.11. No

Undisclosed Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of a

type required under GAAP to be disclosed and provided for in a consolidated balance sheet of the Company, whether accrued, contingent,

absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed and provided for in the Company

Financial Statements (or notes thereto); (b) liabilities or obligations incurred in the ordinary course of business since the Balance

Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities

or obligations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The

Company is not a party to, nor does it have any commitment to become a party to, any “off-balance sheet arrangements” (as

defined in Item 303(a)

of Regulation S-K

under the Exchange Act). The drawn principal balance pursuant to the ABL Credit Agremeent as of the date hereof is set forth on ‎Section

4.11 of the Company Disclosure Schedule.

Section 4.12. Compliance

with Laws; Permits.

(a) The

Company and each of its Subsidiaries are, and since January 1, 2024 have been, in compliance with all Applicable Laws, except as would

not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole). To the Knowledge of the Company,

neither the Company nor any of its Subsidiaries nor any of their respective assets is under investigation with respect to or has been

threatened to be charged with or given notice of, nor has any Governmental Authority notified the Company or any of its Subsidiaries in

writing of its intent to conduct an investigation of, any violation of any Applicable Law, except for such investigations or charges which

would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and

its Subsidiaries are in possession of, and in compliance with, all Permits necessary for those entities to carry on their respective businesses

as now being conducted, under and pursuant to Applicable Laws, (ii) all such Permits are in full force and effect and (iii) no suspension,

cancellation, withdrawal or revocation thereof is pending or threatened.

Company and each of its Subsidiaries and their respective directors and officers (in each case, to the extent acting for or on behalf

of the Company or any Subsidiary), and, to the Knowledge of the Company, their respective employees, consultants and agents (in each case,

to the extent acting for or on behalf of the Company or any Subsidiary), are and for the past five years have been in compliance with

Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment

or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made

any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. The

Company and each of its Subsidiaries have adopted, maintained and adhered to compliance policies and procedures and a system of internal

controls reasonably designed to ensure compliance with Anti-Corruption Laws.

(d) None

of the Company or any of its Subsidiaries or their respective directors and officers (in each case, to the extent acting for or on behalf

of the Company or any of its Subsidiaries), and, to the Knowledge of the Company, no employee, consultant or agent thereof (in each case,

to the extent acting for or on behalf of the Company or any of its Subsidiaries), for the past five years: (i) is or has been a Sanctioned

Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions; or (iii) has violated

any Ex-Im Law.

(e) Neither

the Company nor any Subsidiary has been for the past five years the subject of any allegation or enforcement Proceeding, nor to the Knowledge

of the Company, any inquiry or investigation, regarding any possible violation of applicable Anti-Corruption Laws, Ex-Im Laws or Sanctions.

(f)

The Company, its Subsidiaries and all Healthcare Providers are in compliance with applicable Healthcare Laws, and the Company has not

received any notice of any pending or threatened action, claim or default alleging non-compliance by the Company, its Subsidiaries or

the Healthcare Providers, with respect of any such Healthcare Laws, except as would not reasonably be expected to be material to the Company

and its Subsidiaries (taken as a whole). To the Knowledge of the Company, all Healthcare Providers are duly licensed and registered

in the applicable jurisdictions where such Healthcare Providers perform clinical services. To the Knowledge of the Company, none of the

Company, its Subsidiaries or Healthcare Providers are (i) subject to any debarment, exclusion or sanction list relating to any governmental

healthcare program (e.g., Medicare, Medicaid, TRICARE, etc.), (ii) assessed any civil monetary penalty, or (iii) sanctioned, indicted

or convicted of a crime relating to a governmental healthcare program or Healthcare Law, except in each case as would not reasonably be

expected to be material to the Company and its Subsidiaries (taken as a whole).

Section 4.13. Litigation. (a)

There is no, and since January 1, 2024 has not been any, Proceeding pending, or, to the Knowledge of the Company, threatened, against

the Company or any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries in such capacity

before any Governmental Authority, that would be material to the Company and its Subsidiaries (taken as a whole) and (b) there is, and

since January 1, 2024 has been, no Order outstanding against the Company or any of its Subsidiaries, except as would not reasonably be

expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date hereof, there is no Proceeding

pending, or, to the Knowledge of the Company, threatened, against the Company that in any manner seeks to prevent, enjoin or materially

delay the Company’s ability to consummate the Merger or any of the other transactions contemplated hereby.

Section 4.14. Properties.

(a) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its

Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired

after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in the ordinary course of business.

(b) Neither

the Company nor any of its Subsidiaries owns, or since January 1, 2024 has owned, any real property. ‎Section

4.14(b) of the Company Disclosure Schedule sets forth a true, correct and complete (in all material respects) list as of the date of this

Agreement of all material leases, licenses, subleases and occupancy agreements of real property to which the Company or any of its Subsidiaries

is a party (each, a “Lease”). Except as would not reasonably be expected to have, individually or in the

aggregate, a Company Material Adverse Effect, (i) each Lease is valid and in full force and effect and (ii) neither the Company nor any

of its Subsidiaries, nor to the Company’s Knowledge, any other party to a Lease, is in violation of any provision of any Lease,

and neither the Company nor any of its Subsidiaries has received notice in writing alleging that it has breached, violated or defaulted

under any Lease.

Section 4.15. Intellectual

Property; Data Privacy.

(a) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) to the Company’s

Knowledge, the conduct of the business of the Company and its Subsidiaries as currently conducted does not currently infringe, misappropriate,

or otherwise violate the Intellectual Property rights of any Person, and (ii) there is no claim or Proceeding pending against, or, to

the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries alleging any of the foregoing.

(b) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of

the Company, no Person is infringing, misappropriating or otherwise violating the Company-Owned Intellectual Property.

4.15(c) of the Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all material registrations and

applications for registration for Company-Owned Intellectual Property (including domain names). Except as would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) either the Company or one of its Subsidiaries

exclusively owns all right, title and interest in and to the Company-Owned Intellectual Property; and (ii) the Company and its Subsidiaries

have valid and enforceable rights to use all other Intellectual Property necessary for the conduct of the business of the Company and

its Subsidiaries as currently conducted, in each case of clause ‎(i)

and clause ‎(ii), free and clear of any Liens (other than Permitted

Liens).

(d) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its

Subsidiaries have taken commercially reasonable steps in accordance with normal industry practice to maintain the confidentiality of all

Company-Owned Intellectual Property the value of which to their business is contingent upon maintaining the confidentiality thereof.

(e) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its

Subsidiaries are in compliance with Data Privacy Laws, the Company’s and its Subsidiaries’ written privacy policies, notices,

and statements, binding industry standards relating to the security or processing of personal information, and portions of Contracts relating

to the security or processing of personal information. Except as would not reasonably be expected to have, individually or

in the aggregate, a Company Material Adverse Effect, since January 1, 2024, (i), the Company and its Subsidiaries have taken commercially

reasonable steps designed to ensure that all personal information within the possession or control of the Company or any of its Subsidiaries

is protected from unauthorized and unlawful processing, and (ii) the Company and its Subsidiaries have not experienced any unauthorized

access or disclosure of personal information that required notification to data subjects or Governmental Authorities under applicable

Data Privacy Laws.

(f) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its

Subsidiaries use commercially reasonable efforts to protect the confidentiality, integrity and security of the information technology

systems (including software and hardware) owned or controlled or used

by the Company and

its Subsidiaries from any unauthorized use, access, interruption, or modification.

(g) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the Company’s

knowledge, (i) no source code owned or purported to be owned by the Company or its Subsidiaries (the “Company Source Code”)

has been disclosed or licensed to any Person, whether on a present or contingent basis, other than to contractors with a need for such

access and subject to valid confidentiality and non-disclosure agreement and (ii) no Company Source Code includes, incorporates, uses,

contains, or is linked to any open source software in a manner that would require the Company or its Subsidiaries to, based upon the current

distribution or making available of such Company Source Code, disclose any Company Source Code to a third Person, including for the purposes

of making derivative works, or grant a license to use any such Company Source Code for no or limited consideration.

Section 4.16. Taxes.

(a) All

material Tax Returns required by Applicable Law to be filed with any Governmental Authority by, or on behalf of, the Company or any of

its Subsidiaries have been filed when due in accordance with all Applicable Law (taking into account all extensions), and all such Tax

Returns are true, correct and complete.

(b) The

Company and each of its Subsidiaries has paid (or has had paid on its behalf) or has withheld and remitted to the appropriate Governmental

Authority all material Taxes due and payable.

is no Proceeding now pending or threatened in writing against or with respect to the Company or its Subsidiaries in respect of any material

amount of Taxes.

(d) There

are no Liens on any of the assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure)

to pay any Tax, other than Permitted Liens.

(e) Neither

the Company nor any of its Subsidiaries (i) has been a member of an affiliated, combined, consolidated, unitary or other group for

Tax purposes (other than any such group the common parent of which is or was the Company or any of its Subsidiaries), (ii) has any

liability for the Taxes of any Person (other than the Company or its Subsidiaries) under Treasury Regulations Section 1.1502-6 or any

similar provision of state, local or foreign Tax law (iii) is a party to or bound by any Tax sharing agreement, Tax allocation agreement

or Tax indemnity agreement or other similar arrangement (other than any other commercial agreements or contracts not primarily related

to Tax or any agreement among or between only the Company and/or any of its Subsidiaries) or (iv) has been either a “distributing

corporation” or a “controlled corporation” in a transaction intended to be governed (in whole or in part) by Section

355 (or so much of Section 356 as relates to Section 355) of the Code in the two-year period ending on the date of this Agreement.

(f) Neither

the Company nor any of its Subsidiaries has participated in any “listed transactions” within the meaning of Treasury Regulations

Section 1.6011-4.

(g) Neither

the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with

respect to a Tax assessment or deficiency.

(h) The

unpaid Taxes of the Company and its Subsidiaries did not, as of the date of the Company Financial Statements, exceed the reserve for Tax

liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth

on the face of the Company Financial Statements (rather than in any notes thereto). Since the date of the Company Financial

Statements, neither the Company nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses,

as that term is used in GAAP, outside the ordinary course of business.

(i) Neither

the Company nor any of its Subsidiaries has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has

an office or fixed place of business in a country other than the country in which it is organized.

(j) No

closing agreements, private letter rulings, Tax holidays, technical advice memoranda, or similar agreements or rulings related to Taxes

have been entered into, issued by, or requested from any Governmental Authority with or in respect to the Company or any of its Subsidiaries

in the five years prior to the date hereof.

(k) Neither

the Company nor any of its Subsidiaries has agreed to, or is required to, make any material adjustment under Section 481(a) of the Code

(or any analogous provision of applicable Law) by reason of a change in accounting method, which adjustment has not been fully taken into

account in the financial statements.

(l) The

Company is not, and has not been within the five (5) year period ending on the Closing Date, a “United States real property holding

corporation” within the meaning of Section 897(c)(2) of the Code.

Section 4.17. Employee

Benefit Plans.

(a) Section

4.17(a) of the Company Disclosure Schedule contains a correct and complete list identifying each material Company Plan and copies of such

Company Plans (and, if applicable, related trust or funding agreements, insurance policies or determination letters) and all material

amendments thereto have been furnished to Parent together with, as applicable, the most recent annual report (Form 5500 including, if

applicable, Schedule B thereto) and financial statements prepared in connection with any such plan or trust, the current summary plan

description (and any related summary of material modifications) and if applicable, summary of benefits and coverage, and actuarial valuation

reports.

(b) Each

Company Plan has been established, funded and administered in compliance with its terms and Applicable Law, except as would not reasonably

be expected to be material to the Company and its Subsidiaries (taken as a whole). Each Company Plan intended to be “qualified”

under Section 401(a) of the Code has received a favorable determination or opinion letter from the United States Internal Revenue Service

(the “IRS”) or has applied to the IRS for such a letter within the applicable remedial amendment period, and the Company

is not aware of any reason why any such determination letter should be revoked or not be reissued. Except as

would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Proceeding (other than routine claims for

benefits) is pending or, to the Knowledge of the Company, is threatened in writing against or related to any Company Plan.

the execution of this Agreement nor the consummation of the transactions contemplated hereby would reasonably be expected to, either alone

or in conjunction with any other event, (i) entitle any Company Service Provider to any payment or benefit (including the forgiveness

of any indebtedness); (ii) accelerate the time of payment, funding or vesting, or otherwise increase the amount of, compensation due or

payable or the level of benefits to be provided to any such Company Service Provider under any Company Plan; or (iii) restrict or

limit the rights of the Company or its Subsidiaries to administer, amend or terminate, a Company Plan; or (iv) result in any Company Service

Provider receiving any “excess parachute payment” (within the meaning of Section 280G of the Code) from the Company or its

Subsidiaries.

(d) Except

as would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), no Company Plan is, and neither

the Company nor any of its Subsidiaries sponsors, maintains, contributes to or is required to contribute to, or has any liability or obligation

with respect to any plan or arrangement that is or was, (i) subject to Title IV of ERISA, including any “multiemployer” plan

as defined in Section 3(37) of ERISA, or (ii) one that provides, or is obligated to provide, retiree or post-employment medical, dental

or life insurance benefits.

(e) Except

as would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), each International Plan (i) has

been maintained in compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all

the requirements for such treatment and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance

policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in

accordance with applicable accounting principles.

(f) With

respect to each Company Plan that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code,

such Company Plan complies in all material respects with the requirements of Section 409A of the Code and any IRS guidance issued thereunder. Neither

the Company nor any of its Subsidiaries has any obligation to reimburse or otherwise “gross-up” any Person for the interest

or additional tax set forth under Section 409A(a)(1)(B) or 4999 of the Code or otherwise.

Section 4.18. Employee

and Labor Matters.

(a) Neither

the Company nor any of its Subsidiaries is a party to, bound by or subject to any collective bargaining agreement, labor agreement, voluntary

recognition agreement, or other contract with any labor union, trade union, or other labor organization (each a “CBA”),

and none are currently being negotiated. No Company Service Providers are represented by any labor union, trade union, or other

labor organization with respect to their employment with the Company or any of its Subsidiaries. To the Knowledge of the Company,

since January 1, 2024, there have been no labor organizing activities with respect to any Company Service Providers. Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect, there

are no, and since January 1, 2024, there have been no pending or threatened unfair labor practice charges, labor grievances, employment-related

Proceedings, labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against

or affecting the Company or its Subsidiaries.

(b) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its

Subsidiaries are, and since January 1, 2024 have been, in compliance with all Applicable Laws respecting labor, employment and employment

practices, including, but not limited to, terms and conditions of employment, wage and hour requirements (including the classification

and treatment of independent contractors and exempt and non-exempt employees), employee immigration status (including with respect to

Company Service Providers’ lawful right to work in the United States and retaining Forms I-9 of their applicable employees), discrimination

in employment, harassment, retaliation, pay transparency, employee leave issues, disability rights or benefits, equal opportunity, plant

closures and layoffs (including the WARN Act), workers’ compensation, unemployment insurance, payroll taxes, health and safety,

classification and labor relations and collective bargaining. Since January 1, 2024, neither the Company nor any of its Subsidiaries

have taken any action that could reasonably be expected to result in any material liability under the WARN Act, and no such actions are

currently contemplated, planned or announced.

the Knowledge of the Company, no current or former executive officer or employee at or above the vice president or equivalent level of

the Company or its Subsidiaries Company Service Provider is in any material respect in violation of any term of any employment agreement,

nondisclosure agreement, noncompetition agreement or restrictive covenant obligation: (i) owed to the Company or its Subsidiaries; or

(ii) owed to any third party with respect to such person’s right to be employed or engaged by the Company or its Subsidiaries.

(d) Since

January 1, 2024, the Company and its Subsidiaries have (i) reasonably investigated in accordance with the Company’s internal complaint

procedures all sexual harassment or other harassment, discrimination or retaliation allegations made by a current or former Company Service

Provider against any current or former executive officer or employee at or above the vice president or equivalent level of the Company

or its Subsidiaries of which the Company or its Subsidiaries are aware or has been made aware and (ii) not entered into any settlement

agreement with a current or former Company Service Provider relating to any allegations of sexual harassment or other harassment, discrimination

or retaliation by any current executive officer or employee at or above the vice president or equivalent level of the Company or its Subsidiaries.

(e) Except

as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its

Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries and other payments to Company

Service Providers, and are not liable in arrears of wages, salaries or other payments, including under any contract, Company Plan or Applicable

Law, or any Taxes or any penalty for failure to comply with any of the foregoing.

(f) The

Company has made available to Parent an accurate and complete list of each officer and employee of the Company and each of its Subsidiaries

as of the date hereof, together

with each such person’s

name or identification number, employing entity, current job title, date of hire, exempt classification status under the Fair Labor Standards

Act for U.S. employees, full-time or part-time status, immigration status, work location by country and U.S. state (as applicable), annual

base salary or hourly wage rate, accrued unused vacation, annual incentive or bonus compensation target for the current calendar year

(or other applicable bonus period), the annual incentive or bonus compensation paid for calendar year 2025, and whether such employee

is currently on leave of absence. The Company has made available to Parent a list of all individual independent contractors

currently providing services to the Company or any of its Subsidiaries as of the date hereof, in each case identified by the name of such

service provider and his or her affiliated entity (if applicable), engagement date, a description of services provided to the Company

or any of its Subsidiaries, compensation rate, and work location by country and U.S. state (as applicable).

(g) ‎Section

4.18(g) of the Company Disclosure Schedule sets forth (i) a list of each Company Service Provider of the Company and its Subsidiaries

that have the right to any severance, retention, change in control, or similar payment or benefit and (ii) all Company Stock Plans and

other Company Plans providing for payments or benefits upon a change in control.

Section 4.19. Environmental

Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect:

(a) no

written notice, Order, complaint or penalty has been received by the Company or any of its Subsidiaries arising out of any Environmental

Laws that is currently pending, and there are no judicial, administrative or other Proceedings pending or, to the Company’s Knowledge,

threatened which allege a violation by, or liability of, the Company or any of its Subsidiaries under any Environmental Laws, and there

is no administrative or judicial Order of any Governmental Authority pursuant to any Environmental Laws outstanding against the Company

or any of its Subsidiaries;

(b) the

Company and each of its Subsidiaries have all Permits necessary for their operations to comply with all applicable Environmental Laws

and are now, and have been since January 1, 2024, in compliance with the terms of such Permits;

operations of the Company and each of its Subsidiaries are now, and have been since January 1, 2024, in compliance with all applicable

Environmental Laws; and

(d) neither

the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other Person to the extent giving rise to liability

for the Company or any of its Subsidiaries has released or disposed of any Hazardous Substance on or under real property currently or,

to the Knowledge of the Company, formerly owned, leased or operated by the Company or any of its Subsidiaries, or, to the Knowledge of

the Company, any other location where Hazardous Substances generated by the Company or any of its Subsidiaries have been disposed, in

quantities or concentrations that require investigation, remediation or monitoring by the Company or any of its Subsidiaries pursuant

to any Environmental Law.

Section 4.20. Material

Contracts.

(a) ‎Section

4.20(a) of the Company Disclosure Schedule contains an accurate and complete list of each contract described below in this ‎Section

4.20(a) (other than a Company Plan) to which the Company or any of its Subsidiaries is a party as of the date hereof (each contract

of a type described in this ‎Section 4.20(a),

a “Material Contract”):

(i) any

contract that is a “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K under the 1933 Act;

(ii) any

contract (other than purchase orders entered into in the ordinary course of business) that is not a lease for real property and that requires

the payment or delivery of cash or other consideration by or to the Company or any of its Subsidiaries after the date hereof in excess

of $1,000,000 per annum;

(iii) any

contract relating to the acquisition or disposition of any material securities or businesses (whether by merger, purchase of stock, purchase

of assets or otherwise) (A) entered into since January 1, 2024 or (B) that contains any (I) material outstanding non-competition covenants,

or (II) earn-out or other contingent payment obligations of the Company or any of its Subsidiaries that would reasonably be expected to

result in the Company’s or any of its Subsidiaries’ receipt or making of future payments;

(iv) any

contract pursuant to which the Company or any of its Subsidiaries (A) grants a license to any material Intellectual Property (other than

non-exclusive licenses granted in the ordinary course of business), or (B) is granted a license to any material Intellectual Property

(other than non-exclusive licenses in the ordinary course of business or licenses for off-the-shelf software or open source software);

(v) any

contract under which the Company or any of its Subsidiaries (A) is lessee of, or holds or operates, any personal property owned by any

other Person for which the annual rent exceeds $100,000 and (B) cannot cancel without penalty

or further payment (other than liabilities incurred prior to the time of termination) without more than 90 days’ notice;

(vi) any

agreement with any Affiliate, director, officer or holder of 5% or more of the shares of the Company or any of its Subsidiaries or with

any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2

and 16a-1 of the 1934 Act) of any such Affiliate, director, officer or holder of 5% or more of the shares of the Company;

(vii) any

contract that (A) limits in any material respect the freedom of the Company or any of its Subsidiaries to compete in any line of business

or geographic region, or with any Person or (B) contains any material “most favored nation” provision or exclusive dealing

arrangement;

(viii) any

partnership, joint venture, strategic alliance or other similar contract that is material to the Company and its Subsidiaries, taken as

a whole;

(ix) any

contract relating to outstanding indebtedness for borrowed money of the Company or any of its Subsidiaries (including any related security

or pledge agreements, or letters of credit), other than a hedging, derivative, swap or similar contract;

(x) any

contract providing for the settlement of any Proceeding asserted by any Person (including a Governmental Authority) that (A) provides

for outstanding payments in excess of $100,000 or (B) imposes material ongoing obligations after the date hereof on the Company and its

Subsidiaries, taken as a whole;

(xi) any

contract with any Governmental Authority, other than any contract entered into by any Governmental Authority in its capacity as a customer

or that is a hospital or hospital system;

(xii) any

contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, in each case that is material to the

Company and its Subsidiaries, taken as a whole, other than a contract providing for indemnification of directors, officers, customers

or suppliers pursuant to contracts entered into in the ordinary course of business;

(xiii) any

contract that is a shareholder agreement, registration rights agreement or any arrangement relating to or affecting the ownership of the

stock of the Company, including any agreement setting forth preemptive rights, information rights or transfer restrictions with respect

to the securities of any such Person (not including rights or restrictions that are solely for the benefit of the Company);

(xiv) any

contract with any Material Customer or Material Vendor;

(xv) any

CBA; and

(xvi) any

other contract that commits the Company or any of its Subsidiaries to enter into any contracts of the types described in foregoing clauses

‎‎(i) through (xvi).

(b) The

Company has made available to Parent an accurate and complete copy of each Material Contract as in effect as of the date hereof. Except

for breaches, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect, as of the date hereof, (i) each Material Contract is valid and in full force and effect and (ii) neither the Company nor

any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Material Contract, is in breach or default of any provision

of, or taken or failed to take any act which, with or without notice, lapse of time or both, would constitute a default under, such Material

Contract, and, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Material

Contract. Since January 1, 2026 and prior to the date hereof, no Material Customer or Material Vendor has ceased being a customer or vendor,

as applicable, of the Company and its Subsidiaries, decreased the rate of, or changed in any manner adverse to the Company and its Subsidiaries

the terms with respect to buying or supplying, as applicable, products and services from or to the Company and its Subsidiaires or indicated

or otherwise provided notice to the effect that any such Material Customer or Material Vendor intends to, and to the Company’s Knowledge

no such Material Customer or Material Vendor otherwise intends to, do any of the foregoing

(whether as a result

of the consummation of the transactions contemplated hereby or otherwise), except in each case as would not reasonably be expected to

be material to the Company and its Subsidiaries (taken as a whole).

Section 4.21. Insurance. The

Company has delivered to Parent an accurate and complete copy of all material insurance policies for the 2026 fiscal year relating to

the business, assets and operations of the Company and its Subsidiaries. Except as would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries maintain insurance in such amounts

and against such risks and with such carriers as the Company reasonably has determined to be prudent, taking into account the industries

in which the Company and its Subsidiaries operate and as is sufficient to comply with Applicable Law and (ii) all insurance policies of

the Company and its Subsidiaries are in full force and effect (except for any expiration thereof in accordance with the terms thereof),

no written notice of cancellation or modification has been received, and there is no existing default or event which would reasonably

be expected to constitute a default by any insured thereunder.

Section 4.22. Finders’

Fees. Except for BofA Securities, Inc. (the “Financial Advisor”), there is no investment

banker, financial advisor, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company

or any of its Subsidiaries who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with

the transactions contemplated by this Agreement. Prior to the date of this Agreement, the Company has made available to Parent

accurate copies of all agreements to which the Financial Advisor is entitled to any fees, expenses or indemnification in connection with

the Merger and the transactions contemplated by this Agreement; provided, however, that the copies of such agreements made available

to Parent may be redacted so that only the provisions relating to such fees, expenses or indemnification to which the Financial Advisor

is entitled remain.

Section 4.23. Opinion

of Financial Advisor. The Company has received the oral opinion of the Financial Advisor, to be confirmed

by delivery of a written opinion prior to the Effective Time, to the effect that, as of the date of such opinion, and based upon and subject

to the qualifications, assumptions and limitations set forth therein, the Merger Consideration to be received in the Merger by holders

of Company Common Shares is fair, from a financial point of view, to such holders, and, as of the date hereof, such opinion has not been

withdrawn, rescinded or modified.

Section 4.24. Antitakeover

Statutes. The Company has taken all necessary actions so that the restrictions on business combinations set forth

in Section 203 of the DGCL and any other similar applicable “anti-takeover” law will not be applicable to the Merger, this

Agreement or the transactions contemplated hereby. No “fair price,” “moratorium,” “control share

acquisition” or other similar takeover provisions or any anti-takeover provisions in any Company organizational documents are applicable

to the Company Securities, the Merger or the transactions contemplated herein.

Section 4.25. Acknowledgement

of No Other Representations and Warranties. Except for the representations and warranties set forth in ‎‎Article

5, or in any certificate delivered pursuant to this Agreement, the Company acknowledges and agrees that no representation or warranty

of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have

been made by or on

behalf of Parent or Merger Sub or any other Person to the Company, and the Company hereby disclaims reliance on any such other representation

or warranty, whether by or on behalf of Parent or Merger Sub, and notwithstanding the delivery or disclosure to the Company, or any of

its Representatives or Affiliates, of any documentation or other information by Parent, Merger Sub or any of their respective Representatives

or Affiliates with respect to any one or more of the foregoing. The Company also acknowledges and agrees that Parent and Merger

Sub make no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues,

expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future

financial condition (or any component thereof) or the future business, operations or affairs heretofore or hereafter delivered to or made

available to the Company or its Representatives or Affiliates.

Article

Representations and Warranties of Parent

Parent represents and warrants

to the Company that:

Section 5.01. Corporate

Existence and Power. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good

standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conducted,

except which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since

the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. Merger

Sub was incorporated solely for the purpose of consummating the transactions contemplated by this Agreement. All of the outstanding

shares of capital stock of Merger Sub are owned by, and at the Effective Time will be owned by, Parent, free and clear of all Liens.

Section 5.02. Corporate

Authorization.

(a) The

execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of

the transactions contemplated hereby are within the corporate powers of each of Parent and Merger Sub and have been duly authorized by

all necessary corporate action on the part of each of Parent and Merger Sub, and no vote of the stockholders of Parent is necessary to

authorize the execution, delivery or performance of this Agreement. Each of Parent and Merger Sub has duly executed and delivered

this Agreement, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding

agreement of each of Parent and Merger Sub, enforceable against each in accordance with its terms (except insofar as such enforceability

may be limited by the Enforceability Exceptions).

(b) The

Equity Financing Sources have the power to cause KL Champion Holdings LP, All Star and their respective Subsidiaries to comply with the

obligations applicable to All Star and its Subsidiaries under ‎Section

8.01.

Section 5.03. Governmental

Authorization. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation

by Parent and Merger Sub of the transactions contemplated hereby require no action by or in respect of, or filing with, any

Governmental Authority,

other than (a) compliance with any applicable requirements of the HSR Act and any other applicable Competition Laws, (b) compliance

with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable securities laws, (c) the filing of the Certificate

of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions

in which the Company or Merger Sub are qualified to do business, (d) compliance with the rules and regulations of the NASDAQ and (e) any

other actions or filings the absence of which would not reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect.

Section 5.04. Non-Contravention. The

execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions

contemplated hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the organizational

documents of Parent or Merger Sub, (b) assuming compliance with the matters referred to in ‎Section

5.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (c) assuming compliance

with the matters referred to in ‎Section 5.03,

require any consent or other action by any Person under, constitute a default (with or without the passage of time) under, or cause or

permit the termination or cancellation of any material agreement binding upon Parent or any of its Subsidiaries or (d) result in the creation

or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses

‎‎(b) through ‎‎(d),

as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.05. Disclosure

Documents. The information supplied by Parent for inclusion in the Proxy Statement will not, at the time the Proxy

Statement and any amendments or supplements thereto are filed with the SEC, and at the time the Proxy Statement is first mailed to the

stockholders of the Company, and at the time of the Company Stockholder Approval, contain any untrue statement of a material fact or omit

to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. The representations and warranties contained in this ‎‎Section

5.05 do not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information supplied

by the Company or any of its Representatives in writing specifically for use or incorporation by reference therein.

Section 5.06. Litigation. As

of the date hereof, there is no (a) Proceeding pending against, or, to the Knowledge of Parent, threatened against or affecting Parent

or any of its Subsidiaries before any Governmental Authority or (b) Order outstanding against Parent or any of its Subsidiaries, in each

case except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As

of the date hereof, there is no Proceeding pending, or, to the Knowledge of Parent, threatened, against Parent or Merger Sub that in any

manner seeks to prevent, enjoin or materially delay Parent’s or Merger Sub’s ability to consummate the Merger or any of the

other transactions contemplated hereby.

Section 5.07. Finders’

Fees. There is no investment banker, financial advisor, broker, finder or other intermediary that has been retained

by or is authorized to act on behalf of Parent or Merger Sub who might be entitled to any fee or commission from the Company or any of

its Affiliates in connection with the transactions contemplated by this Agreement.

Section 5.08. Financing.

(a) Parent

affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Parent obtain financing

for, or related to, any of the transactions contemplated by this Agreement.

(b) Concurrently

with the execution of this Agreement, Parent has delivered to the Company a true, correct and complete copy of a commitment letter (the

“Equity Commitment Letter”) from the equity financing sources set forth therein (the “Equity Financing Sources”)

confirming their commitment, upon the terms and subject to the conditions set forth therein, to fund Parent in connection with the transactions

contemplated hereby in the amount set forth therein (referred to herein as the “Equity Financing”).

of the date hereof, the Equity Commitment Letter is in full force and effect and is a valid and binding obligation of Parent and the other

parties thereto, enforceable against Parent and the other parties thereto in accordance with its terms (subject to the Enforceability

Exceptions). As of the date hereof, the Equity Commitment Letter has not been amended or modified, and the commitments contained in the

Equity Commitment Letter have not been withdrawn, rescinded or otherwise modified, and no such amendment, modification, withdrawal or

rescission of the Equity Commitment Letter or the commitments thereunder is contemplated, threatened or the subject of current discussions.

No such amendment or modification is contemplated, and none of the respective commitments contained in the Equity Commitment Letter have

been withdrawn, rescinded or otherwise modified and no such withdrawal, rescission or other modification is contemplated. As

of the date of this Agreement, no event has occurred which with or without notice, lapse of time or both, would or would reasonably be

expected to constitute a default or breach on the part of Parent or any Equity Financing Source under the Equity Commitment Letter. All

fees (if any) required to be paid or potentially payable under the Equity Commitment Letter have been paid in full.

(d) There

are no conditions precedent directly or indirectly related to the funding of the full amount of the Equity Financing other than as expressly

set forth in the Equity Commitment Letter. Other than the Equity Commitment Letter, there are no other contracts, arrangements or understandings

entered into by the Equity Financing Sources, Parent or any Affiliate thereof that impose conditions on or would otherwise limit, impair

or delay the ability of the Equity Financing Sources to fund of the Equity Financing in accordance with the terms of the Equity Commitment

Letter. Assuming the satisfaction of the conditions to Parent’s obligation to consummate the Merger, the conditions to the Equity

Financing will be satisfied and the full amount of the Equity Financing will be available in full to Parent on the Closing Date.

(e) Assuming

the Equity Financing is funded on the Closing Date, the aggregate proceeds of the Equity Financing will be in an amount sufficient to

(i) pay the amounts payable by Parent pursuant to ‎Article

2 and (ii) pay all related fees and expenses of Parent, Merger Sub and their respective Representatives pursuant to this Agreement.

Section 5.09. Limited

Guaranty. Concurrently with the execution of this Agreement, the Equity Financing Sources have delivered

to the Company a Limited Guaranty, duly executed by the Equity Financing Sources in favor of the Company (“Limited Guaranty”).

The Limited

Guaranty is in full

force and effect and is the valid, binding and enforceable obligation of the Equity Financing Sources. As of the date hereof, no event

has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Equity Financing

Sources under the Limited Guaranty.

Section 5.10. Solvency. Assuming

(a) the satisfaction of the conditions to Parent’s obligation to consummate the Merger, (b) the accuracy of the representations

and warranties set forth in ‎Article 4 in all

material respects and (c) the Company and its Subsidiaries, on a consolidated basis, are Solvent immediately prior to the Effective Time,

after giving effect to the transactions contemplated by this Agreement (including the payment of the aggregate Merger Consideration and

all related fees and expenses and any repayment or refinancing of indebtedness of the Company and its Subsidiaries), the Surviving Corporation

on a consolidated basis will be Solvent as of the Effective Time and immediately after the consummation of the transactions contemplated

hereby. For purposes of this Agreement, “Solvent” when used with respect to any Person, means that as of

any date of determination (i) the fair value of the assets of such Person and its Subsidiaries on a consolidated basis, at a fair valuation,

will exceed the debts and liabilities, contingent, subordinated or otherwise, of such Person and its Subsidiaries on a consolidated basis,

(ii) the present fair salable value of the property of such Person and its Subsidiaries on a consolidated basis will be greater than the

amount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on their debts

and liabilities as they become absolute and matured, (iii) such Person and its Subsidiaries on a consolidated basis will be able to pay

their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and become due in the usual course

of their affairs and (iv) such Person and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which

to conduct the business in which they are engaged as such businesses are now conducted and proposed to be conducted following the Closing

Date.

Section 5.11. Ownership

of Common Shares. Neither Parent nor Merger Sub nor any of their respective Affiliates or “associates”

(as such term is defined in Section 203 of the DGCL) (a) to Parent’s Knowledge, currently beneficially owns any Company Common Shares

or other securities convertible into, exchangeable for or exercisable for Company Common Shares or any securities of any Subsidiary of

the Company, other than Company Common Shares held through an non-directed investment account (including mutual funds), 401(k) account

or other similar retirement investment account, (b) to Parent’s Knowledge, currently has any rights to acquire any Company Common

Shares except pursuant to this Agreement, or (c) is, or at any time in the three years preceding the date of this Agreement has been,

an “interested stockholder” of the Company, as such term is defined in Section 203 of the DGCL.

Section 5.12. Acknowledgement

of No Other Representations and Warranties. Except for the representations and warranties set forth in ‎‎Article

4 or in any certificate delivered pursuant to this Agreement, each of Parent and Merger Sub acknowledges and agrees that no representation

or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf

of the Company or any of its Subsidiaries or any other Person to Parent or Merger Sub, and each of Parent and Merger Sub hereby disclaims

reliance on any such other representation or warranty, whether by or on behalf of the Company or any of its Subsidiaries, and notwithstanding

the delivery or disclosure to Parent or Merger Sub, or any of their respective Representatives or Affiliates, of any documentation or

other information by the

Company or any of

its Representatives or Affiliates with respect to any one or more of the foregoing. Each of Parent and Merger Sub also acknowledges

and agrees that the Company and its Subsidiaries make no representation or warranty with respect to any projections, forecasts or other

estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future

cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries

or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available

to Parent, Merger Sub or their respective Representatives or Affiliates.

Article

Covenants of the Company

Section 6.01. Conduct

of the Company. Except (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld,

conditioned or delayed), (x) as required or expressly contemplated or expressly permitted by this Agreement, (y) as set forth in ‎‎Section

6.01 of the Company Disclosure Schedule or (z) as required by Applicable Law, from the date hereof until the Effective Time, the Company

shall, and shall cause each of its Subsidiaries to, (i) use commercially reasonable efforts to conduct its business in the ordinary

course of business (provided that, in the case of the foregoing clause ‎(i),

no action with respect to the matters addressed by any subclause of the following clause ‎(iii)

that is expressly permitted by such subclause (nor any action not taken in order to comply therewith) shall constitute a breach of clause

‎(i)), (ii) use commercially reasonable efforts to preserve

intact the material components of its current business organizations and relationships and goodwill with suppliers, customers, Governmental

Authorities and other material business relations, and (iii) not:

(a) amend

its certificate of incorporation, bylaws or other similar organizational documents;

(b) (i)

split, combine or reclassify any shares of its capital stock, (ii) declare, set aside or pay any dividend or other distribution (whether

in cash, shares or property or any combination thereof) in respect of its capital stock, except for dividends or other such distributions

by any of its Subsidiaries or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any Company

Securities, except for an employee’s “sell to cover” right or as otherwise required by the terms of any Company Plan;

deliver or sell, or authorize the issuance, delivery or sale of, any Company Securities or Company Subsidiary Securities, other than the

issuance of (i) Company Equity Awards pursuant to ‎Section

6.01(n) of the Company Disclosure Schedule or (ii) any Company Common Shares upon the vesting, exercise or settlement of Company Equity

Awards outstanding on the date hereof in accordance with their terms, or issued after the date hereof in accordance with ‎Section

6.01(n) of the Company Disclosure Schedule;

(d) acquire

(by merger, consolidation, acquisition of shares or assets or otherwise), directly or indirectly, any securities or businesses, other

than purchases of assets from suppliers or vendors in the ordinary course of business;

(e) enter

into any new line of business outside the existing business of the Company and its Subsidiaries as of the date of this Agreement;

(f) (i) sell,

lease, license or otherwise transfer any of its material businesses or assets, other than (A) sales of inventory and obsolete equipment

in the ordinary course of business, or (B) with respect to Intellectual Property, non-exclusive licenses or sublicenses granted in the

ordinary course of business, or (ii) encumber or subject to any material Lien (other than any Permitted Lien) any material asset of the

Company or its Subsidiaries (other than pursuant to contracts in effect prior to the date hereof and set forth on ‎Section

4.20 of the Company Disclosure Schedule or entered into after the date hereof in compliance with this Agreement);

(g) abandon

or voluntarily permit to lapse any material Company-Owned Intellectual Property;

(h) make

or authorize any capital expenditure other than any capital expenditures that: (i) are provided for in the Company’s capital

expense budget set forth in ‎Section 6.01(h) of the Company

Disclosure Schedule; or (ii) when added to all other capital expenditures made on behalf of the Company and its Subsidiaries since

the date of this Agreement but not provided for in such capital expense budget, do not exceed $500,000 in the aggregate;

(i) other

than in connection with actions permitted by ‎‎Section

6.01(d), make any material loans, advances or capital contributions to, or investments in, any other Person other than (i) loans or

advances among the Company and any of its Subsidiaries and capital contributions to or investments in its Subsidiaries and (ii) trade

credit and similar loans and advances made to employees, customers and suppliers in the ordinary course of business;

(j) incur

any indebtedness for borrowed money (or guarantees thereof), other than (i) borrowings under the Company’s existing credit agreements

that do not exceed $1,000,000 individually or in the aggregate, (ii) indebtedness incurred between the Company and any of its wholly owned

Subsidiaries or between any of such wholly owned Subsidiaries or guarantees by the Company of indebtedness of any wholly owned Subsidiary

of the Company or (iii) ordinary course interest and other fees and charges that are charged automatically by the lenders thereto;

(k) other

than in connection with any stockholder or derivative litigation, which is the subject of ‎‎Section

8.07, commence or settle any Proceedings that would require a payment by the Company in excess of $1,500,000 in any individual case

or $5,000,000 in the aggregate (in each case net of amounts covered by insurance or indemnification agreements with third parties), other

than (i) as required by the terms of any settlement agreement in effect as of the date hereof or (ii) claims reserved against in the consolidated

financial statements of the Company and its Subsidiaries (for amounts not materially in excess of such reserves); provided that,

in the case of each of ‎(i) and ‎(ii),

the payment, discharge, settlement or satisfaction of such Proceeding does not include any material obligation (other than the payment

of money and confidentiality and other similar obligations incidental to such settlement) to be performed, or the admission of material

wrongdoing, by the Company or any of its Subsidiaries or any of their respective officers or directors;

(l) except

in the ordinary course of business or as otherwise permitted by this ‎Section

6.01, (i) amend or modify in any material respect or terminate (other than any termination in accordance with the terms of an

existing Material Contract) any Material Contract or Lease or (ii) enter into any contract which, if entered into prior to the date

of this Agreement, would have been a Material Contract;

(m) amend,

modify, extend, renew or terminate any Lease or enter into any lease, license, sublease, sublicense or other agreement for the use or

occupancy of any real property, in each case with annual rental payments in excess of $50,000;

(n) other

than as required under the terms of any Company Plan as in effect on the date of this Agreement, or as set forth on ‎Section

6.01(n) of the Company Disclosure Schedule, (i) promise, grant or increase any severance, change in control, retention, or termination

pay to (or amend any existing severance pay or termination arrangement with) any Company Service Provider, (ii) increase salary, wages,

bonuses or other compensation or benefits payable to (A) any Company Service Provider in a position of “vice-president” or

more senior or (B) any other Company Service Provider in an amount in excess of 5% of their current individual base compensation in the

ordinary course of business consistent with the Company’s annual merit review process; (iii) accelerate the time of payment

or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits,

(iv) establish, adopt, terminate or materially amend any Company Plan (or any plan, program, arrangement, practice or agreement that would

be a Company Plan if it were in existence on the date of this Agreement) or (v) hire, engage, terminate (without cause), furlough,

or temporarily lay off any Company Service Provider who holds (or would hold if hired) a position of “vice-president” or more

senior;

(o) adopt

a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any

of its Subsidiaries (other than the Merger);

(p) change

the methods of accounting of the Company or any of its Subsidiaries, except as required by concurrent changes in GAAP or in Regulation

S-X of the 1934 Act, as agreed to by the Company’s independent public accountants;

(q) except

in the ordinary course of business, make, change or revoke any material Tax election (including any entity classification election), enter

into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S.

Law) with respect to a material amount of Taxes, request any extension or waiver of the limitation period applicable to any material Tax

claim, change any Tax accounting period, make any material change in any of its methods of Tax accounting, settle or compromise any material

Tax claim, audit or assessment or, except to the extent otherwise permitted pursuant to this Agreement, undertake any reorganization,

restructuring or other action, in each case, outside of the ordinary course of business that has the effect for U.S. federal income tax

purposes of utilizing, individually or in the aggregate, a material amount of U.S. federal net operating loss carryforwards or capital

loss carryforwards;

(r) form

any Subsidiary that is not wholly-owned by the Company or another Subsidiary of the Company;

(s) negotiate,

modify, extend, amend, terminate, or enter into any CBA or recognize or certify any labor union, trade union, works council or other labor

organization as the bargaining representative for any employees of the Company or its Subsidiaries;

(t) implement

or announce a “mass layoff” or effectuate a “plant closing” (each as defined in the WARN Act) affecting any site

of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries;

(u) expressly

waive or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation of any current or former

executive officer or employee at or above the vice president or equivalent level of the Company or any of its Subsidiaries with annualized

compensation at or above $100,000;

(v) make

any change to its cash management practices, including by accelerating the payment of payables or other liabilities or delaying the billing

or collection of receivables, in each case, in any material respect outside the ordinary course of business; or

(w) commit

to do any of the foregoing.

Nothing set forth in this Agreement

shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries operations prior to

the Effective Time or give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries operations

prior to the Effective Time.

Section 6.02. Company

Stockholders Meeting. The Company shall (a) as soon as reasonably practicable following the date the SEC staff advises

that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement, duly call and give

notice of, and commence mailing of the Proxy Statement to the holders of Company Common Shares as of the record date established for,

a meeting of holders of the Company Common Shares for purposes of seeking the Company Stockholder Approval (the “Company Stockholders

Meeting”), (b) conduct a “broker search” in accordance with Rule 14a-13 of the 1934 Act as necessary to cause the

Company to comply with its obligations set forth in the foregoing clause ‎(a)

and (c) as soon as reasonably practicable following the commencement of the mailing of the Proxy Statement pursuant to the foregoing clause

‎(a), convene and hold the Company Stockholders Meeting in

accordance with the DGCL, the 1934 Act and applicable requirements of the NASDAQ; provided that the Company may adjourn or postpone

the Company Stockholders Meeting to a later date (i) with the consent of Parent or (ii) to the extent the Company believes in good faith

that such adjournment or postponement is reasonably necessary (A) to ensure that any required supplement or amendment to the Proxy Statement

is provided to the holders of Company Common Shares within a reasonable amount of time in advance of the Company Stockholders Meeting,

(B) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company Stockholder Approval (including

after commencement of an Acquisition Proposal that is a tender offer or exchange offer), (C) to ensure that there are sufficient Company

Common Shares represented (either in person or by proxy) and voting to

constitute a quorum

necessary to conduct the business of the Company Stockholders Meeting or (D) otherwise where required to comply with Applicable Law

(including fiduciary duties); provided that, in the case of clauses (ii)(A) - (D), without the written consent of Parent, in no

event shall the Company Stockholders Meeting be held on a date later than the earlier of (x) thirty days after the date for which the

Company Stockholders Meeting was originally scheduled (plus, in the case of clauses (ii)(A) and (ii)(D), any postponements or adjournments

required by Applicable Law) and (y) three Business Days before the End Date. Subject to ‎Section

6.04, the Board of Directors shall recommend that the holders of the Company Common Shares adopt this Agreement, and the Company shall

(1) include the Company Recommendation in the Proxy Statement, (2) use its commercially reasonable efforts to obtain the Company Stockholder

Approval and (3) otherwise comply in all material respects with all legal requirements applicable to such meeting.

Section 6.03. Access

to Information.

(a) From

the date hereof until the Effective Time, subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, (i) give

Parent and its Representatives, upon reasonable notice, reasonable access during normal business hours to the offices, properties, assets,

books, records and personnel of the Company and its Subsidiaries, (ii) promptly furnish to Parent and its Representatives such financial

and operating data and other information as such Persons may reasonably request and (iii) cooperate reasonably, and instruct its respective

Representatives to cooperate reasonably, with Parent and its Representatives in their reasonable investigation of the Company and its

Subsidiaries and in connection with their planning for the post-Closing structure and operations of the Company and its Subsidiaries. The

Company shall have the right to have its Representatives present in any investigation pursuant to this ‎‎Section

6.03, and such investigation shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of

the Company and its Subsidiaries. Nothing in this ‎‎Section

6.03 shall require the Company to provide any access to, or to disclose any (A) information that is competitively sensitive or if,

as advised by outside counsel, providing such access or disclosing such information would violate any Applicable Law (including Competition

Laws and Data Privacy Laws) or confidentiality obligation or other binding obligation entered into prior to the date of this Agreement,

(B) information that is, as advised by outside counsel, protected by attorney-client privilege (for all purposes in this Agreement, as

such privilege is conceptualized under Applicable Law in the United States) to the extent such privilege cannot be protected by the Company

through exercise of its commercially reasonable efforts or (C) information (1) relating to the negotiation of this Agreement, the valuation

of the Merger or any financial or strategic alternatives thereto, or, subject to ‎Section

6.04, relating to any Acquisition Proposal or Superior Proposal or (2) relating to any adverse Proceeding between the Company or any

of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand; provided that, in the case of clauses

‎(A) and (B), the Company shall use commercially reasonable

efforts to allow for such access or disclosure in a manner that would not violate any such Applicable Law or agreement or jeopardize the

protection of the attorney-client privilege.

(b) All

information exchanged or otherwise received pursuant to ‎‎Section

6.03(a) will be subject to the confidentiality agreement dated as of March 18, 2026, between the Company and Knox Lane LP (the “Confidentiality

Agreement”). No information or knowledge obtained in any investigation pursuant to this ‎Section

6.03 shall affect or limit or be deemed to modify any

representation or

warranty made by any party hereunder or any rights or remedies available to any party under this Agreement.

Section 6.04. No-Shop.

(a) No-Shop.

Except as otherwise expressly permitted by the remainder of this ‎Section

6.04, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to ‎‎Article

10 and the Effective Time, the Company shall not, shall cause its Subsidiaries not to and shall instruct its and their respective Representatives

not to, directly or indirectly: (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of (including

by way of furnishing non-public information) any inquiry or proposal that constitutes, or could reasonably be expected to lead to, any

Acquisition Proposal, (ii) engage, facilitate or participate in any discussions or negotiations with, furnish any material nonpublic

information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records

of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate with, any Third Party, in each case relating to an Acquisition

Proposal by such Third Party, (iii) approve, endorse or recommend (or publicly propose to approve, endorse or recommend) any inquiry,

proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iv) (A) withhold (or qualify

or modify in a manner adverse to Parent or Merger Sub) the Company Recommendation, or fail to include the Company Recommendation in the

Proxy Statement in accordance with ‎Section 6.02 or (B) fail

to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or

exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning

of Rule 14d-2 under the 1934 Act) of such tender offer or exchange offer (any of the foregoing in the foregoing ‎(a)‎(iv)‎(A)

and ‎(a)‎(iv)‎(B),

an “Adverse Recommendation Change”) or (v) enter into any letter of intent, term sheet, memorandum of understanding,

merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement providing

for, or that could reasonably be expected to lead to, an Acquisition Proposal; provided that the foregoing shall not prohibit the

Company or any of its Subsidiaries from amending, modifying or granting (on a confidential, non-public basis) any waiver or release under

any standstill, confidentiality or similar agreement of the Company or any of its Subsidiaries in the event that the Board of Directors

(or any committee thereof) concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action

would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors to the stockholders of the Company under

Applicable Law. Within two Business Days after the date hereof, the Company shall (1) request in writing that each Person

who has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition

Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by the Company or any of its Representatives

to such Person or any of its Representatives in accordance with the terms of such confidentiality agreement and (2) terminate access to

any physical or electronic data rooms relating to a possible Acquisition Proposal by such Person and its Representatives.

(b) Exceptions. Notwithstanding

anything contained in this ‎‎Section 6.04

to the contrary, at any time prior to receipt of the Company Stockholder Approval:

(i) the

Company, directly or indirectly through its Representatives, may (A) engage in negotiations or discussions with any Third Party and

its Representatives that has made a bona fide Acquisition Proposal (that was not solicited in violation of and did not otherwise

result from a breach of ‎Section 6.04(a))

that the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisor, constitutes

or could reasonably be expected to lead to a Superior Proposal, and (B) furnish to such Third Party or its Representatives nonpublic

information relating to the Company or any of its Subsidiaries and afford access to the business, properties, assets, books or records

and personnel of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided that, to

the extent that any nonpublic information relating to the Company or its Subsidiaries is provided to any such Third Party or any such

Third Party is given access which was not previously provided to or made available to Parent, such nonpublic information or access is

substantially concurrently provided or made available to Parent or its Representatives; and

(ii) subject

to compliance with ‎Section 6.04(d), the

Board of Directors may, (A) in response to a bona fide Acquisition Proposal (that was not solicited in violation of and did

not otherwise result from a breach of ‎Section

6.04(a)) that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial

advisor, constitutes a Superior Proposal make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance

with ‎‎Section 10.01(d)(i) in order

to substantially concurrently enter into a written definitive agreement for such Superior Proposal or (B) in response to an Intervening

Event, make an Adverse Recommendation Change, if the Board of Directors determines in good faith, after consultation with its outside

legal counsel and financial advisor, that the failure to take such action would be reasonably expected to be inconsistent with its fiduciary

duties under Applicable Law.

In addition, nothing contained in this Agreement

shall prevent the Company or the Board of Directors (or any committee thereof) from (1) taking and disclosing to the Company’s stockholders

a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act (or any similar communication to stockholders in

connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders

with regard to the transactions contemplated by this Agreement or an offer, inquiry, proposal or indication of interest with respect to

an Acquisition Proposal (provided that neither the Company nor the Board of Directors (nor any committee thereof) may make an Adverse

Recommendation Change unless permitted by this ‎‎Section

6.04(b)), or (2) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule

14d-9(f) under the 1934 Act that does not include an Adverse Recommendation Change.

Notices. Following the date of this Agreement and prior to the earlier of the termination of this Agreement pursuant to

‎‎Article 10 and the Effective Time, the Company shall

notify Parent promptly (and in any event within 24 hours) of the receipt by the Company or its Representatives of any Acquisition Proposal

or any offers, proposals, inquiries or indications of interest for discussions or negotiations with respect thereto that could reasonably

be expected to lead to an Acquisition Proposal, including, to the extent then known to the Company, (i) the identity of the Person making

the Acquisition Proposal or offer, proposal, inquiry or indication of interest and (ii) a summary of the material terms and conditions

thereof, and the Company shall

keep Parent reasonably

informed as to the status thereof, including any material amendment or modification to the material terms of any Acquisition Proposal.

(d) Last

Look. Neither the Board of Directors nor the Company shall take any of the actions referred to in ‎‎Section

6.04(b)(ii) unless (i) the Company shall have notified Parent, in writing and at least three Business Days prior to taking such action,

of its intention to take such action, specifying, in reasonable detail, the reasons for the Adverse Recommendation Change, and (A) in

the case of a Superior Proposal, attaching a copy of all proposed agreements and other documents and information contemplated by ‎Section

6.04(c) for the Superior Proposal, if applicable, or (B) in the case of an Intervening Event, a reasonably detailed description of

the facts and circumstances relating to such Intervening Event (in each case, which notice shall not constitute an Adverse Recommendation

Change), (ii) during such three Business Day period following the date on which such notice is received, the Company shall have and shall

have caused its Representatives to, negotiate with Parent in good faith (to the extent Parent wishes to negotiate) to make such adjustments

to the terms and conditions of this Agreement as Parent may propose, (iii) upon the end of such notice period (or such subsequent notice

period as contemplated by clause ‎‎(iv) below), the Board

of Directors shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent that, if accepted

by the Company, would be binding upon Parent, and shall have determined in good faith, after consultation with its outside legal counsel

and financial advisors, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal (or in the case of an

Intervening Event, would not obviate the need to effect the Adverse Recommendation Change) and (iv) in the event of any change to any

of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Superior

Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause ‎‎(i)

above and a new notice period under clause ‎‎(i) shall

commence (provided that the notice period thereunder shall only be two Business Days) during which time the Company shall be required

to comply with the requirements of this ‎‎Section

6.04(d) anew with respect to such additional notice, including clauses ‎(i)

through ‎(iii) above.

(e) Definition

of Superior Proposal. For purposes of this Agreement, “Superior Proposal” means a bona fide,

written Acquisition Proposal (but substituting “50%” for all references to “20%” in the definition of such term)

that did not result from a breach of ‎‎Section 6.04(a)

that the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisor, is more

favorable from a financial point of view to the Company’s stockholders than the Merger, in each case, taking into consideration

any relevant factors as determined by the Board of Directors and, if applicable, any changes to the terms of this Agreement proposed by

Parent pursuant to this ‎Section 6.04 that, if

accepted by the Company, would be binding upon Parent.

(f) Definition

of Intervening Event. For purposes of this Agreement, “Intervening Event” means any material event,

fact, circumstance, development or occurrence first occurring after the date of this Agreement that (i) was not known to or reasonably

foreseeable by the Board of Directors as of the date of this Agreement, which event or circumstance becomes known to or by the Board of

Directors prior to receipt of the Company Stockholder Approval, or (ii) was known to or reasonably foreseeable by the Board of Directors

as of the date of this Agreement, but the material consequences of which (or the magnitude thereof) were not, and, in each case, does

not

relate to an Acquisition

Proposal; provided that in no event shall the following constitute or be taken into account in determining the existence of an

Intervening Event: (A) the Company meeting, failing to meet or exceeding any internal or published revenue or earnings forecasts

or projections for any period, (B) changes in the market price or trading volume of Company Common Shares; provided that in

the case of the foregoing clauses ‎(A) and ‎(B),

the underlying causes of such Effect may be considered and taken into account in determining whether there has been an Intervening Event,

and (C) any event, fact or circumstance resulting from any breach of this Agreement by the Company.

Section 6.05. Stock

Exchange Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its commercially

reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or

advisable on its part under Applicable Laws and the rules and policies of the NASDAQ to enable the delisting by the Surviving Corporation

of the Company Common Shares from the NASDAQ and the deregistration of the Company Common Shares and the suspension of the Company’s

reporting obligations under the 1934 Act as promptly as practicable after the Effective Time.

Section 6.06. ABL

Cooperation.

(a) Prior

to the Closing Date, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such cooperation

as is reasonably requested by Parent in connection with:

(i) obtaining

a waiver, consent or amendment in form and substance reasonably satisfactory to Parent and Merger Sub from the requisite lenders under

that certain ABL Credit Agreement, dated as of October 25, 2019, by and among, inter alios, the Company, Wells Fargo Bank, National

Association, a national banking association, as administrative agent and collateral agent, and the lenders party thereto (as amended,

restated, amended and restated, supplemented, or otherwise modified from time to time, the “ABL Credit Agreement”),

with respect to any change of control or similar provisions contained therein that would otherwise result in a breach thereunder by the

consummation of the transactions contemplated by this Agreement; or

(ii) obtaining

any financing undertaken by Parent to replace, refinance, or repay the obligations outstanding under the ABL Credit Agreement (any such

financing, a “Refinancing Facility”), which cooperation in connection with any such Refinancing Facility shall include,

in each case to the extent usual and customary in connection with such Refinancing Facility, using commercial reasonable efforts to: (i)

facilitate customary field exams and appraisals, complete any borrowing base certificate and establish bank and other accounts and blocked

account agreements and lock box arrangements in connection with the foregoing, (ii) provide direct contact between appropriate members

of senior management of the Company, on the one hand, and the actual and potential financing sources for such Refinancing Facility (“Financing

Sources”), on the other hand, (iii) execute and deliver any credit agreements, pledge and security documents, other definitive

financing documents or other requested certificates or documents and facilitate the obtaining of guarantees and pledge of collateral and

other matters ancillary to any Refinancing Facility, as may be requested by Parent and (iv) assist the Financing Sources

in benefiting from the

existing lending and investment banking relationships of the Company; provided that nothing herein shall require the Company or

any of its Subsidiaries to: (v) take any action in respect of the Refinancing Facility to the extent that such action would cause any

condition to Closing set forth herein to fail to be satisfied or otherwise result in a breach of this Agreement by the Company; (w) take

any action in respect of any Refinancing Facility that would conflict with or violate the Company’s or any if its Subsidiary’s

organizational documents or any Applicable Law; (x) take any action to the extent such action would unreasonably interfere with the business

or operations of the Company or its Subsidiaries; (y) execute and deliver any letter, agreement, document or certificate in connection

with the Refinancing Facility or take any corporation action that is not contingent on, or that would be effective prior to, the occurrence

of the Closing; or (z) pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to or cause

or permit any Lien to be placed on any of their respective assets in connection with any Refinancing Facility prior to the Closing Date.

(b) If

Parent requests the Company’s cooperation pursuant to ‎Section

6.06(a)(ii) at least ten (10) days prior to the Closing Date, no later than three (3) Business Days prior to the Closing Date, the

Company shall deliver, or cause to be delivered, to Parent a draft of a customary payoff letter from the administrative agent under the

ABL Credit Agreement (with a final executed payoff letter delivered no later than (1) Business Day prior to the Closing Date) setting

forth (x) the aggregate amount required to be paid to fully satisfy and discharge all outstanding obligations of the Company and its Subsidiaries

under the ABL Credit Agreement as of the Closing Date (the “Payoff Amount”) and (y) that, upon receipt of the Payoff

Amount, all obligations under the ABL Credit Agreement shall be satisfied and discharged in full, all guarantees in connection therewith

shall be released, and all liens securing such obligations shall be released and terminated, and the administrative agent thereunder shall

authorize the filing of UCC termination statements and such other documentation as is necessary to evidence such release.

anything to the contrary in this Agreement, (x) no condition to Closing set forth herein shall fail to be satisfied solely as a result

of the failure to obtain a waiver, consent or amendment in respect of the ABL Credit Facility pursuant to ‎Section

6.06(a)(i) and (y) a breach of ‎Section 6.06(a)(ii)

will only constitute a breach of the Company for purposes of ‎Section

9.02 if (i) the Company shall have willfully breached any of its obligations under ‎Section

6.06(a)(ii), (ii) Parent has provided the Company with notice in writing of such breach (with reasonable specificity as to the basis

for any such breach) and the Company has failed to cure such breach within five Business Days thereof and (iii) such breach shall have

been the proximate and direct cause of the Refinancing Facility not being consummated.

Section 6.07. Locums

Cooperation. Without limiting any other provision of this Agreement, prior to the Closing Date,

the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such cooperation as is reasonably

requested by Parent in connection with Parent’s preparation for a potential sale of the Company’s locums business division

(“Locums Business”) to All Star Healthcare Solutions (“All Star”), an Affiliate of Parent, at, immediately

prior to or following (and in each case conditioned upon) the Closing (the “Locums Transaction”), including using commercially

reasonable efforts in connection with (a) preparing and filing promptly after the date hereof all applications or other filings required

to be filed with any Governmental Authority in connection with the Locums Transaction and requested

by Parent in writing (including

but not limited to those listed on ‎Section 6.07 of the Company

Disclosure Schedule), (b) preparing to assign or transfer all assets of the Company and its Subsidiaries (including leases and other contracts)

used, exclusively held for use by or required for use in the Locums Business to Medical Doctor Associates, LLC, a Delaware limited liability

company (“MDA”), or Credent Verification and Licensing Services, LLC, a Delaware limited company (“Credent”),

and, if requested by Parent, forming a new Delaware limited liability company and preparing to transfer all of the limited liability company

interests of MDA and Credent to such Delaware limited liability company, (c) executing any documents reasonably requested by Parent in

connection with the Locums Transaction, including a purchase agreement, transition services agreement (if required) and other ancillary

documents with respect to such sale; provided, that no such documents shall become effective until the Closing or impose any liability

or obligation on the Company or any of its Subsidiaries before the Closing occurs (provided, however, that, to the extent

requested by Parent and not reasonably expected to result in any adverse consequences to the Company or its Subsidiaries if the Closing

does not occur, any such documents contemplated by this clause (c) may be deemed to be effective immediately prior to (but conditioned

upon) the Effective Time for tax and other applicable purposes), (d) seeking the release of all liens under the ABL Credit Agreement over

the equity interests in and assets of MDA or Credent and any other assets of the Company and its Subsidiaries to potentially be assigned

or transferred to MDA or Credent pursuant to the foregoing clause (b), and (e) providing Parent and its Affiliates and their Representatives

with such information as is reasonably requested in relation to the Locums Transaction, the structure of the Locums Transaction and the

planning for the post-closing operations of the Locums Business; provided, that all such cooperation shall be subject to the limitations

set forth in ‎Section 6.03. In furtherance of

the immediately preceding sentence and without limiting the foregoing, for purposes of the Confidentiality Agreement, the Company hereby

consents to Parent sharing “Evaluation Material” of the Company and its Subsidiaries (as defined therein) with All Star and

its executives and employees, subject to the limitations set forth in ‎Section

6.03 and any “clean team” limitations as may be determined to be advisable by the Company’s outside antitrust counsel.

Notwithstanding the foregoing, (i) Parent acknowledges and agrees that neither the consummation of the Locums Transaction nor, assuming

compliance with the Company’s obligations under this ‎Section

6.07 with respect thereto, the satisfaction of any of the items set forth in (a)-(e) of the previous sentence, is a condition to the

Closing, (ii) the Company shall not be required to take any action pursuant to this ‎Section

6.07 that would reasonably be expected to prevent, impair or delay the Closing or otherwise adversely impact the Locums Business (and,

subject to the satisfaction of the conditions to the Closing set forth in ‎Section

9.01 and ‎Section 9.02, no sale of the Locums

Business shall prevent, impair or delay the Closing) and (iii) the Company shall not be required to pay any amounts, grant any accommodation

or incur any liabilities or obligations that would be paid or effective prior to the Closing to obtain any consents or approvals of third

parties or Governmental Authorities (other than as required by the last sentence of ‎Section

8.01(c)) in connection with the Locums Transaction. If this Agreement is terminated prior to the Closing, Parent shall promptly reimburse

the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company and its Subsidiaries in connection

with the Company’s compliance with its obligations under this ‎Section

6.07.

Article

Covenants of Parent

Section 7.01. Conduct

of Parent. Parent shall not, and shall cause KLC Fund II LP, a Delaware limited partnership, KLC Fund II-A LP, a

Delaware limited partnership, KLC FF Fund II LP, a Delaware limited partnership, KL Champion Holdings LP, a Delaware limited partnership,

and their respective portfolio companies and other controlled Affiliates not to, from the date of this Agreement to the Effective Time,

(a) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate,

prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the Merger or the other transactions

contemplated by this Agreement, including the financing thereof, or (b) acquire (by merger, consolidation, acquisition of stock or assets

or otherwise), directly or indirectly, any securities, assets or businesses, unless such acquisition or the entering into of a definitive

agreement relating to or the consummation of such transaction would not reasonably be expected to (i) prevent, delay or impede the obtaining

of, or increase in any respect the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental

Authority necessary to consummate the Merger, the Locums Transaction or the expiration or termination of any applicable waiting or approval

period, (ii) increase the risk of any Governmental Authority seeking or entering an order prohibiting the consummation of the Merger or

the Locums Transaction or (iii) increase the risk of not being able to remove any such order on appeal or otherwise.

Section 7.02. Obligations

of Merger Sub. Parent shall cause Merger Sub to perform its obligations under this Agreement and to consummate the

Merger on the terms and conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent,

as sole stockholder of Merger Sub, shall adopt this Agreement.

Section 7.03. Director

and Officer Liability. Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees,

to do the following:

(a) For

six years after the Effective Time, Parent shall cause to be maintained in effect all provisions in the certificate of incorporation,

bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries (or in such documents of any successor to the

business of the Surviving Corporation or any such Subsidiary) regarding elimination of liability and indemnification of directors, officers,

employees, fiduciaries and agents (each, an “Indemnified Person”) and advancement of fees, costs and expenses that

are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement.

(b) Prior

to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective

Time to, obtain and fully pay the premium for the noncancelable extension of the directors’ and officers’ liability coverage

of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability

insurance policies (collectively, “D&O Insurance”), which D&O Insurance shall (i) be for a claims reporting

or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at

or prior to the Effective Time, (ii) be from an insurance carrier with the same or better credit rating as the Company’s

current insurance

carrier with respect to D&O Insurance and (iii) have terms, conditions, retentions and limits of liability that are no less favorable

than the coverage provided under the Company’s existing policies as of the date hereof with respect to any actual or alleged error,

misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an Indemnified Person by reason

of his or her having served in such capacity that existed or occurred at or prior to the Effective Time (including in connection with

this Agreement or the transactions contemplated hereby); provided that in no event shall the Company expend an amount for such

“tail” insurance policy in excess of the Maximum Premium. If the Company or the Surviving Corporation for any reason fails

to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall continue to maintain in

effect, for a period of at least six years from and after the Effective Time, the D&O Insurance in place as of the date hereof with

the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s

current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less

favorable than the coverage provided under the Company’s existing policies as of the date hereof, or the Surviving Corporation shall

purchase from the Company’s current insurance carrier or from an insurance carrier with the same or better credit rating as the

Company’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six-year period with

terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies

as of the date hereof; provided that in no event shall Parent or the Surviving Corporation be required to expend for such policies

pursuant to this ‎‎Section 7.03 an aggregate

premium amount in excess of 300% of the premium amount per annum for the Company’s existing directors’ and officers’

insurance policies and fiduciary liability insurance policies (the “Maximum Premium”); and provided, further,

that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a

policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such

amount.

Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is

not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially

all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so

that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in

this ‎‎Section 7.03.

(d) The

rights of each Indemnified Person under this ‎‎Section

7.03 will be in addition to any rights such Person may have under the organizational documents of the Company or any of its Subsidiaries,

under the DGCL or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries,

and neither Parent nor any of its Subsidiaries shall amend, repeal or otherwise modify any such rights in any manner that would adversely

affect any right of any Indemnified Person thereunder. These rights will survive consummation of the Merger and are intended

to benefit, and shall be enforceable by, each Indemnified Person.

Section 7.04. Employee

Matters.

(a) Parent

hereby acknowledges and agrees that a “Change in Control” (or similar phrase) within the meaning of the Company Stock Plans

and other Company Plans containing change in control provisions will occur as of the Effective Time.

(b) For

a period commencing at the Effective Time and ending on the date that is 12 months thereafter (or such earlier date that any Continuing

Employee terminates employment), Parent shall cause each employee of the Company or its Subsidiaries as of immediately prior to the Effective

Time whose employment continues as of the Effective Time (each, a “Continuing Employee”) to receive (i) an annual base

salary or wage level, (ii) cash bonus opportunities (excluding any equity or equity based compensation, change in control, retention,

one-time special bonus opportunities, or other similar payments) and (iii) employee benefits (excluding severance benefits, equity or

equity-based compensation, change in control, retention, one-time special bonus opportunities, deferred compensation, defined benefit

pension and retiree medical or life insurance benefits), in each case of subsections (i) through (iii) above, that are substantially comparable

in the aggregate to what is provided to such Continuing Employee as of immediately prior to the Effective Time.

the extent the short-term incentive bonuses for the performance period in which the Effective Time occurs (or the immediately preceding

performance period) remain unpaid as of Closing (whether Closing occurs during such performance period or thereafter), Parent shall pay

bonuses provided under the Company’s short-term performance bonus programs for such applicable fiscal year in which the Effective

Time occurs to each Continuing Employee based on an amount no less than the actual level of performance through the latest practicable

date prior to the Effective Time as reasonably determined by the Compensation Committee and as provided under the terms of such incentive

plan as in effect as of immediately prior to the Closing (the “Short-Term Incentives”). The Short-Term Incentives

shall be paid by Parent or a Subsidiary of Parent (including the Surviving Corporation) at the time or times that the Short-Term Incentives

would normally be paid by the Company, but in all events within sixty days following the end of the applicable performance period relating

to the Short-Term Incentives.

(d) Parent

shall cause the Surviving Corporation and any of their respective Subsidiaries (and any of their respective third-party insurance providers

or third-party administrators) to (i) use its commercially reasonable efforts, to the extent permissible under such plans, to waive all

limitations as to any pre-existing condition or waiting periods with respect to participation and coverage requirements applicable to

each Continuing Employee under any employee benefit plan in which such Continuing Employees may be eligible to participate as of or after

the Effective Time, to the extent pre-existing conditions and waiting periods did not apply or were satisfied under a similar Company

Plan prior to the Effective Time, and (ii) credit each Continuing Employee, as of and after the Effective Time, to the extent permissible

under such plans, for any copayments, deductibles, offsets or similar payments made under the relevant group health plan of the Company

or any of its Subsidiaries during the plan year that includes the Effective Time for purposes of satisfying any applicable copayment,

deductible, offset or similar requirements under the comparable group health plans of Parent, Merger Sub or any of their respective Subsidiaries

(including the Surviving Corporation and its Subsidiaries). In addition, as of the Effective Time, Parent shall use commercially

reasonable efforts to cause the Surviving

Corporation and any

applicable Subsidiary, to the extent permissible under such plans, to give all Continuing Employees full credit for such Continuing Employees’

service with the Company or any of its Subsidiaries for purposes of eligibility to participate (but not for purposes of vesting or benefit

accrual, except for vacation and paid time off, if applicable) under any compensation and benefit plans, programs, policies, agreements

and arrangements maintained by Parent, Merger Sub or an applicable Subsidiary (including the Surviving Corporation and its Subsidiaries)

in which any Continuing Employee may be eligible to participate after the Effective Time, to the same extent and for the same purpose

that such service was credited for under any similar Company Plan immediately prior to the Effective Time, provided that such credit

for service shall not apply to, and shall not be recognized for the purpose of any entitlement to participate in, or receive benefits

with respect to, any retiree health or defined benefit retirement benefits or severance benefit plans. In no event shall anything

contained in this ‎Section 7.04(b) result in

a duplication of benefits or compensation.

(e) Effective

no later than the day immediately preceding the Closing Date, the Company shall terminate the Company Plans listed in ‎Section

7.04(e) of the Company Disclosure Schedule maintained by the Company or its Subsidiaries that Parent has requested to be terminated

by providing written notice to the Company at least ten (10) Business Days prior to the Closing Date. No later than the day immediately

preceding the Closing Date, the Company shall provide Parent with evidence that such Company Plans have been terminated.

(f) Prior

to making any broad-based or any written communications to Company Service Providers pertaining to compensation or benefit matters that

relate to the Merger (other than any communications consistent in all material respects with prior communications made by the Company

or Parent in accordance with this ‎Section 7.04(f)),

the Company shall, to the extent not prohibited by Applicable Law, (i) provide Parent with a copy of the intended communication, (ii)

give Parent a reasonable period of time to review and comment on the communication (which review and comment shall not cause unreasonable

delays in the intended circulation of such communication) and (iii) consider any reasonable comments in good faith.

(g) Without

limiting the generality of ‎‎Section 11.06,

the provisions of this ‎Section 7.04 are solely

for the benefit of the parties to this Agreement, and no Company Service Provider or any other individual associated therewith shall be

regarded for any purpose as a third-party beneficiary of this ‎‎Section

7.04. Nothing herein shall, or be deemed to, (i) establish, terminate, amend or modify any Company Plan or any other compensation

or benefit plan, program, policy, agreement or arrangement maintained or sponsored by Parent, Merger Sub, the Company or any of their

respective Affiliates (including the Surviving Corporation and its Subsidiaries); (ii) alter or limit Parent’s, Merger Sub’s

or any of their respective Affiliates’ (including the Surviving Corporation’s) ability to establish, terminate, amend or modify

any particular benefit plan, program, policy, agreement or arrangement, (iii) confer upon any Company Service Provider any right to employment

or continued employment for any period of time by reason of this Agreement, (iv) prevent the Parent, Merger Sub or any of their respective

Affiliates (including the Surviving Corporation) from terminating the employment of any Continuing Employee following the Effective Time. For

avoidance of doubt, following the Effective Time, Parent and any of its Affiliates may terminate the employment of any Continuing Employee

at any time for any reason, and may change any compensation or benefits offered to any Continuing Employee at any time for any reason.

Article

Covenants of Parent and the Company

Section 8.01. Regulatory

Undertakings. (a) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt,

‎Section 8.01(c) and any actions taken by the

Company permitted by ‎‎Section 6.02 or ‎‎Section

6.04), the Company and Parent shall use commercially reasonable efforts to take, or cause their respective controlled Affiliates to

take, all actions and do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions

contemplated by this Agreement, including without limitation the Locums Transaction, as soon as practicable (and in any event prior to

the End Date), including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all

documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information,

applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits (including those listed

on Section 4.03 of the Company Disclosure Schedule), authorizations and other confirmations required to be obtained from any Governmental

Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement,

including the Required Regulatory Approvals, as soon as practicable (and in any event prior to the End Date).

(b) In

furtherance and not in limitation of the foregoing, each of the Company and Parent shall (and Parent shall cause its Affiliates to) make

an appropriate filing of any required Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated

hereby, including the concurrent filing of any required Notification and Report Forms pursuant to the HSR Act with respect to the Locums

Transaction and the Merger, with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division

of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and in any event within

10 Business Days after the date hereof (and such filings shall request early termination of any applicable waiting period under the HSR

Act), and furnish to the other party as promptly as practicable all information within its (or its Affiliates’) control requested

by such other party and required for such other party to make any application or other filing to be made by it pursuant to any Applicable

Law in connection with the transactions contemplated by this Agreement; provided, that materials required to be provided pursuant

to this ‎Section 8.01(b) may be redacted (A)

as necessary to comply with contractual arrangements, (B) as necessary to comply with Applicable Law, and (C) as necessary to address

reasonable privilege or confidentiality concerns; provided, further, that a party may reasonably designate any competitively sensitive

material provided to another party under this ‎Section

8.01 as “Outside Counsel Only.” Without limiting the foregoing, Parent shall, and shall cause its Affiliates

(including All Star) to, agree on a written indication of interest for the Locums Transaction with sufficient detail for purposes of filing

the required Notification or Report Forms pursuant to the HSR Act in connection with the Locums Transaction as promptly as practicable

and in any event prior to the filing of such Notification and Report Forms, and the Company shall not be required to be a party to such

indication of interest. Each of Parent and the Company shall (and Parent shall cause its Affiliates to) (i) respond as promptly as practicable

to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority for additional information or documentary

material that may be requested pursuant to the HSR Act or any other applicable Competition Laws and shall promptly take all other actions

necessary, proper or advisable to cause the expiration or termination of the

applicable waiting

periods under the HSR Act and any other applicable Competition Laws as promptly as practicable, in each case with respect to the transactions

contemplated by this Agreement (including the Locums Transaction) and (ii) not extend any waiting period under the HSR Act or under any

other applicable Competition Law or enter into any agreement with the FTC or the Antitrust Division or any other Governmental Authority

not to consummate the transactions contemplated by this Agreement (including the Locums Transaction), except with the prior written consent

of the other parties hereto.

anything to the contrary contained herein (but subject to the terms and conditions of this ‎Section

8.01(c)), if any objections are asserted with respect to the transactions contemplated by this Agreement, including without limitation

the Locums Transaction, under the HSR Act, any other applicable Competition Law or in connection with any Required Regulatory Approval,

or if any Proceeding is instituted or threatened by any Governmental Authority or a Third Party challenging any of the transactions contemplated

by this Agreement, in each case, pursuant to any applicable Competition Law, Parent shall take, or cause to be taken (including by causing

its Subsidiaries and Affiliates to take), all actions necessary to resolve such objections as promptly as practicable. Without limiting

the generality of the foregoing, in connection with any such objection or Proceeding, but subject to the following sentence, Parent shall,

and shall cause its Subsidiaries and Affiliates to, take all actions as may be necessary to obtain any authorization, consent or approval

of a Governmental Authority or to avoid or eliminate any impediments under the HSR Act or any such other Competition Law or in connection

with any Required Regulatory Approval so as to enable the consummation of the transactions contemplated hereby (including the Locums Transaction)

to occur as promptly as practicable and in any event no later than the End Date, including (A) agreeing to hold separate, sell, license,

divest or otherwise dispose of any of the businesses or properties or assets of the Company or any of its Subsidiaries, (B) terminating,

amending or assigning any investments or other existing relationships, or any other contractual rights or obligations of the Company or

any of its Subsidiaries, (C) terminating any venture or other arrangement of the Company or any of its Subsidiaries, (D) granting any

right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any Third Party

with respect to the Company or any of its Subsidiaries, (E) imposing limitations on Parent or any of its Affiliates (including Merger

Sub and All Star) or the Company or any of its Subsidiaries with respect to how they own, retain, conduct or operate all or any portion

of their respective businesses or assets of the Company or any of its Subsidiaries, or (F) effectuating any other change or restructuring

of the Company or any of its Subsidiaries (clauses (A)–(F), a “Divestiture Action”). Notwithstanding

anything in this Agreement to the contrary, none of Parent, Merger Sub, or any of their respective Affiliates shall be required to (x)

litigate any Proceeding, judicial or administrative, brought by any Person in any court or before any Governmental Authority, or contest

or seek to have, vacated, lifted, altered or reversed any Order that has the effect of restricting, preventing or prohibiting the consummation

of the transactions contemplated by this Agreement, (y) agree to any Divestiture Action (I) that would reasonably be expected to have

a material adverse effect on the Company and its Subsidiaries, taken as a whole, (II) that is not solely limited to the Company and its

Subsidiaries and (III) that is not conditioned upon the consummation of the Merger. At the request of Parent, the Company shall agree

to any Divestiture Action relating to the Company and its Subsidiaries; provided that, notwithstanding anything in this Agreement

to the contrary, the Company and its Subsidiaries shall not be required to agree to any Divestiture Action that is not conditioned upon

the consummation of the Merger.

(d) Parent

shall, following good faith consultation with the Company and subject to compliance with its obligations under this ‎Section

8.01, including without limitation ‎Section 8.01(e),

be entitled to lead all communications with any Governmental Authority and have the right to control, develop and direct all strategy

with respect to any actions to be taken by the parties pursuant to this ‎Section

8.01 to obtain all consents, clearances, authorizations and/or approvals required under the HSR Act or any other applicable Competition

Law, in connection with the transactions contemplated by this Agreement. In connection with the foregoing, Parent shall (i) keep the Company

informed on a timely manner with all communications with a Governmental Authority regarding the transactions contemplated by this Agreement,

including without limitation the Locums Transaction, and shall give the Company and its representatives the opportunity to participate

in any such discussions and (ii) consider in good faith any suggestions and recommendations from the Company as to strategy and approach

to, and communications with, any Governmental Authority in connection with the foregoing.

(e) Each

party shall (i) promptly notify the other parties of any substantive communication to that party from the FTC, the Antitrust Division,

any State Attorney General or any other Governmental Authority regarding this Agreement or the transactions contemplated hereby (including

the Locums Transaction) and, subject to Applicable Law, permit counsel for the other parties a reasonable opportunity to review in advance,

any written communication or presentation proposed to be submitted to any Governmental Authority with respect to the foregoing and consider

in good faith any comments such counsel of the other party may provide thereto; (ii) not agree to participate in any substantive meeting

or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust

matters in connection with this Agreement or the Merger and the other transactions contemplated hereby unless in each case it consults

with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity

to attend and participate thereat; and (iii) furnish the other parties with copies of all filings (other than Item 4(c) and Item 4(d)

documents) and material correspondences and communications (and memoranda setting forth the substance thereof) between them and their

Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members or their respective staffs,

on the other hand, with respect to any Competition Laws in connection with this Agreement; provided, that materials required to

be provided pursuant to this ‎Section 8.01(e)

may be redacted (A) as necessary to comply with contractual arrangements, (B) as necessary to comply with Applicable Law, and

(C) as necessary to address reasonable privilege or confidentiality concerns, and (D) to remove information concerning the valuation

of the Company and its Subsidiaries; provided, further, that a party may reasonably designate any competitively sensitive material

provided to another party under this ‎Section 8.01

as “Outside Counsel Only.” The parties hereto will consult and cooperate with one another in connection with any

analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party

hereto to or before any Governmental Authority in connection with any Proceedings under any Competition Law.

(f) Parent

shall pay and be responsible for all filing fees required pursuant to the HSR Act and any other applicable Competition Law. For the avoidance

of doubt, each party shall be responsible for its own expenses and costs, including advisor fees, incurred in connection with or in furtherance

of obtaining approval from any Governmental Authority for the consummation of the transactions contemplated by this Agreement.

(g) In

connection with any sale of the Locums Business, Parent acknowledges and agrees that Parent and All Star will be required to agree to

take any action that Parent is required to take under this ‎Section

8.01, including in order to obtain any consents or approvals of Governmental Authorities or third parties required to consummate such

sale (subject to ‎Section 8.01(c)). For the avoidance

of doubt, any breach by KL Champion Holdings LP or All Star of any provision of this ‎Section

8.01 that is applicable to such Person in their capacity as an Affiliate of Parent will be deemed to be a breach by Parent of this

‎Section 8.01 (including for purposes of determining

whether such breach constitutes a Willful Breach).

Section 8.02. Certain

Filings.

(a) Promptly

following the date of this Agreement, the Company shall prepare (with the assistance and cooperation of Parent and Merger Sub as reasonably

requested by the Company) and no later than three Business Days after the date hereof file or cause to be filed with the SEC a preliminary

proxy statement relating to the Company Stockholders Meeting (as amended or supplemented, the “Proxy Statement”).

(b) The

Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement, (ii) in determining

whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or

waivers are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated

by this Agreement and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith

or with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers.

shall, upon the Company’s request, promptly furnish to the Company all information concerning itself, its Subsidiaries, directors

and officers and (to the extent reasonably available to Parent or its Subsidiaries) such other information concerning Parent or Merger

Sub as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made to the SEC or the

NASDAQ in connection with the Proxy Statement. Parent and the Company shall each use commercially reasonable efforts to have

the Proxy Statement cleared by the SEC as promptly as reasonably practicable after filing. Parent and its counsel shall be

given a reasonable opportunity to review and comment on the Proxy Statement each time before it is filed with the SEC, and the Company

shall give reasonable and good-faith consideration to any comments made by Parent and its counsel in connection therewith. The

Company shall provide Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company

or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after receipt of those

comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and

to provide comments on that response (to which reasonable and good-faith consideration shall be given).

(d) If

at any time prior to the receipt of the Company Stockholder Approval, any information relating to the Company, Parent, or any of their

respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or

supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact

necessary to make the statements therein, in light of the

circumstances under

which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate

amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under

Applicable Law, disseminated to the stockholders of the Company.

Section 8.03. Public

Announcements. The initial press release relating to this Agreement shall be a joint press release mutually agreed

and issued by the Company and Parent. Except in connection with the matters contemplated by ‎‎Section

6.04 or in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated

hereby, Parent and the Company (a) shall consult with each other before issuing any further press release, having any communication with

the press (whether or not for attribution) or making any other public statement (including any announcement to officers or employees of

the Company or its Subsidiaries), or scheduling any press conference or conference call with investors or analysts, with respect to this

Agreement or the transactions contemplated hereby (other than any press release, communication, public statement, press conference or

conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and

in which this Agreement and the transactions contemplated hereby are mentioned only incidentally and in a manner consistent with previous

press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party))

and (b) except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with

or rule of any national securities exchange or association (provided, in such case, such party has given advance notice (and an

opportunity to review and comment to the extent practicable) to the other party), shall not issue any such press release or make any such

other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the

foregoing, after the issuance of any press release or the making of any public statement with respect to which the foregoing consultation

procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements

without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose

any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous

press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those

with respect to which the other party had consented (or been consulted) in accordance with the terms of this ‎‎Section

8.03.

Section 8.04. Further

Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation shall

be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, any deeds, bills of sale, assignments or

assurances and to take and do, in the name and on behalf of the Company or Merger Sub, any other actions and things to vest, perfect or

confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights,

properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the

Merger.

Section 8.05. Section

16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause

any dispositions of Company Common Shares in connection with the transactions contemplated by this Agreement (including derivative securities

of such Company Common

Shares) by each individual who is subject to the reporting requirements of Section 16(a) of the 1934 Act with respect to the Company to

be exempt under Rule 16b-3 promulgated under the 1934 Act.

Section 8.06. Notices

of Certain Events. Each of the Company and Parent shall promptly notify the other of any of the following:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection

with the transactions contemplated by this Agreement, (b) any written notice or other written communication from any Governmental Authority

in connection with the transactions contemplated by this Agreement (other than such notices or communications contemplated by ‎Section

8.01, which shall be governed by such Section), (c) any Proceedings commenced or, to its Knowledge, threatened against, relating

to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be,

that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to ‎Section

4.13 or that relate to the consummation of the transactions contemplated by this Agreement, (d) the discovery of any fact or

circumstance, or the occurrence or non-occurrence of any event, which would reasonably be expected to cause or result in any of the conditions

to the Merger contained in ‎Article 9 not being

satisfied or the satisfaction of those conditions being materially delayed and (e) in the case of the Company, any materially adverse

written communications from the California Department of Social Services relating to the California Department of Social Services appeals

and pending California home care organization license application arising prior to the Closing Date, in each case, solely to the extent

permitted by Applicable Law; provided that the delivery of any notice pursuant to this ‎Section

8.06 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies

available to the party receiving such notice; provided, further, that a party’s failure to comply with this ‎Section

8.06 shall not constitute a breach of this ‎Section

8.06, and shall not provide any other party the right not to effect, or the right to terminate, the transactions contemplated by this

Agreement, unless the underlying event would independently result in the failure of a condition of the other party’s obligation

to consummate the Merger set forth in ‎Article 9

to be satisfied.

Section 8.07. Litigation

and Proceedings. The Company shall promptly notify Parent of any action brought by stockholders of the Company against

the Company and/or its directors relating to this Agreement, the Merger or the other transactions contemplated by this Agreement (whether

directly or on behalf of the Company and its Subsidiaries or otherwise). The Company shall control the defense or settlement

of any litigation or other Proceedings against the Company or any of its directors or officers relating to this Agreement, the Merger

or the other transactions contemplated by this Agreement; provided that, other than Proceedings between or among the parties hereto,

the Company shall give Parent the opportunity to consult with the Company prior to the Effective Time and keep Parent reasonably apprised

on a reasonably prompt basis with respect to the defense or settlement of any litigation or other Proceedings against the Company or any

of its directors or officers relating to this Agreement, the Merger and the other transactions contemplated by this Agreement, including

by giving Parent an opportunity to participate, at Parent’s expense, in such litigation or other Proceedings, including the right

to review and comment (which comments the Company shall consider in good faith) on all filings or responses to be made by the Company

in connection with any such Proceeding; and provided, further, that, other than Proceedings between or among the parties

hereto, the Company agrees that it shall not

settle any such litigation

or other Proceedings without the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned.

Section 8.08. Takeover

Statutes. If any “control share acquisition,” “fair price,” “moratorium,”

“business combination” or other similar antitakeover statute or regulation, including any takeover statute, shall become applicable

to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Sub and the respective members of their boards

of directors shall, to the extent permitted by Applicable Law, use commercially reasonable efforts to grant such approvals and to take

such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable

on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the

effects of any such statute or regulation on the transactions contemplated hereby.

Section 8.09. Resignations. The

Company shall (a) cause to be delivered to Parent resignations executed by each director and officer of the Company in office as of immediately

prior to the Effective Time (solely in their capacity as such) to the extent specified in writing by Parent at least five Business Days

prior to the Closing Date or (b) provide other evidence of the removal of each such director and officer of the Company in office as of

immediately prior to the Effective Time (solely in their capacity as such) which, in either case, shall be effective upon the Effective

Time.

Article

Conditions to the Merger

Section 9.01. Conditions

to the Obligations of Each Party. The obligations of the Company, Parent and Merger Sub to consummate the Merger

are subject to the satisfaction (or, to the extent permitted by Applicable Law, written waiver by Parent and the Company) of the following

conditions:

(a) the

Company Stockholder Approval shall have been obtained in accordance with the DGCL;

(b) no

Order issued by any Governmental Authority prohibiting, rendering illegal or enjoining the consummation of the Merger or, solely with

respect to the HSR Act or the Clayton Antitrust Act of 1914, the Locums Transaction shall have taken effect after the date hereof and

shall still be in effect (a “Legal Restraint”); and

applicable waiting period under the HSR Act relating to the Merger or the Locums Transaction (or extensions thereof), and any

commitment to or agreement (including any timing agreement) with any Governmental Authority with respect thereto (in each case, that

was mutually agreed by Parent and the Company) to delay the consummation of, or not to consummate

before a certain date, any of the transactions contemplated by this Agreement (including the Locums Transaction), shall have expired

or been terminated.

Section 9.02. Conditions

to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are

subject to the satisfaction (or, to the

extent permitted by

Applicable Law, written waiver by Parent) of the following additional conditions:

(a) (i)

the representations and warranties of the Company contained in ‎‎Section

4.01(a) (Corporate Existence and Power), ‎Section

4.02 (Corporate Authorization), ‎Section

4.04(a) (Non-Contravention), ‎Section

4.22 (Finders’ Fees) and ‎Section

4.23 (Opinion of Financial Advisor) shall be true and correct

in all material respects (other than any such representations and warranties qualified by materiality or Company Material Adverse Effect

qualifications, which shall be true and correct in all respects), in each case, as of the Closing as if made at and as of such time (other

than representations and warranties that by their terms address matters only as of another specified time, which shall be so true and

correct as of such specified time), (ii) the representations and warranties in ‎Section

4.05(a) and ‎Section 4.05(b) (Capitalization)

shall be true and correct in all respects except for any de minimis inaccuracies as of the Closing Date (other than any such representation

and warranty that by its terms addresses matters only as of another specified time, which shall be true and correct in all respects except

for any de minimis inaccuracies as of such specified time), (iii) the representations and warranties of the Company contained in

‎Section 4.10(b) (Absence of Certain Changes) shall

be true and correct in all respects as of the Closing as if made at and as of such time, (iv) the other representations and warranties

of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained

therein) shall be true and correct in all respects as of the Closing Date as if made at and as of such time (other than representations

and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), with

only such exceptions in the case of this clause ‎(iv) where

the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect and (v) Parent shall have received a certificate signed by an executive

officer of the Company on behalf of the Company to the effect that the conditions set forth in foregoing clauses ‎(i)

– ‎(iv) and ‎Section

9.02(b) and ‎9.02(c) have been satisfied.

(b) The

Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be

performed or complied with by it at or prior to the Effective Time.

the date of this Agreement, no Company Material Adverse Effect shall have occurred and be continuing, and there shall not have been any

Effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 9.03. Conditions

to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction

(or, to the extent permitted by Applicable Law, written waiver by the Company) of the following additional conditions:

(a) (i)

the representations and warranties of Parent and Merger Sub contained in ‎‎Section

5.01 (Corporate Existence and Power), ‎‎Section

5.02 (Corporate Authorization), ‎Section

5.04(a) (Non-Contravention ) and ‎Section

5.07 (Finders’ Fees) shall be true in all material respects

as of the Closing Date (other than any such representations and warranties qualified by materiality or Parent Material Adverse Effect

qualifications, which shall be true in all respects) as if made at and as of such time (other than representations and warranties that

by their terms address matters

only as of another

specified time, which shall be so true only as of such time), (ii) the other representations and warranties of Parent and Merger

Sub contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall

be true in all respects as of the Closing Date as if made at and as of such time (other than representations and warranties that by their

terms address matters only as of another specified time, which shall be so true only as of such time), with only such exceptions in the

case of this clause ‎(ii) where the failure of such representations

and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a

Parent Material Adverse Effect, and (iii) the Company shall have received a certificate signed by an executive officer of Parent on behalf

of Parent to the effect that the conditions set forth in foregoing clauses ‎(i)

- ‎(ii) and ‎Section

9.03(b) have been satisfied.

(b) Parent

and Merger Sub shall have performed and complied in all material respects with all agreements and covenants required by this Agreement

to be performed or complied with by them at or prior to the Effective Time.

Section 9.04. Frustration

of Closing Conditions. Neither the Company nor Parent may rely, either as a basis for not consummating the Merger

or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in ‎Section

9.01, ‎Section 9.02 or ‎Section

9.03, as the case may be, to be satisfied if such failure was caused by such party’s fraud or Willful Breach of this Agreement.

Article

Termination

Section 10.01. Termination. This

Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this

Agreement by the stockholders of the Company):

(a) by

mutual written agreement of the Company and Parent;

(b) by

either the Company or Parent, if:

(i) the

Merger has not been consummated on or before October 6, 2026 (the “End Date”); provided that if, as of such

date, the condition set forth in either (x) ‎Section

9.01(c) or (y) solely as a result of any Order under or pursuant to the HSR Act, ‎Section

9.01(b), has not been satisfied or (to the extent permitted) waived, but all other conditions to Closing set forth in ‎Article

9 have been satisfied or waived (or would be satisfied if the Closing were to occur as of such date), the End Date shall automatically

be extended until January 6, 2027; provided further that if, as of such extended date, the condition set forth in either (x) ‎Section

9.01(c) or (y) solely as a result of any Order under or pursuant to the HSR Act, ‎Section

9.01(b), has not been satisfied or (to the extent permitted) waived, but all other conditions to Closing set forth in ‎Article

9 have been satisfied or waived (or would be satisfied if the Closing were to occur as of such date), the End Date shall automatically

be further extended until April 6, 2027; provided further that the right to terminate this Agreement pursuant to this ‎‎Section

10.01(b)(i) shall not be available to any party who is

in breach of, or has

breached, its obligations under this Agreement, where such breach has caused or resulted in the failure of the Closing to occur on or

before the End Date;

(ii) there

shall be any Legal Restraint rendering illegal or permanently enjoining the consummation of the Merger or, solely with respect to

the HSR Act, or the Clayton Antitrust Act of 1914, the Locums Transaction and such Legal Restraint shall have become final and

non-appealable; or

(iii) at

the Company Stockholders Meeting (including any adjournment or postponement thereof), which shall have been duly convened and at which

a vote on the adoption of this Agreement has been taken, the Company Stockholder Approval shall not have been obtained; or

Parent, if:

(i) prior

to receipt of the Company Stockholder Approval, an Adverse Recommendation Change shall have occurred;

(ii) prior

to receipt of the Company Stockholder Approval, there shall have been a material breach by the Company of any of its obligations under

‎Section 6.02 or ‎Section

6.04; or

(iii) a

breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this

Agreement shall have occurred that (A) would cause any of the conditions set forth in ‎‎Section

9.02(a)(i)-‎(iv) or ‎Section

9.02(b) not to be satisfied and (B) is incapable of being cured or, if curable, has not been cured by the date that is 30 calendar

days after the Company’s receipt of written notice thereof from Parent (or, if earlier, one Business Day prior to the End Date);

provided that the right to terminate this Agreement pursuant to this ‎‎Section

10.01(c)(iii) shall not be available if Parent or Merger Sub is in breach of any provision of this Agreement or if there is any inaccuracy

of any of its representations and warranties, and which breach or inaccuracy caused or resulted in the failure of any of the conditions

set forth in ‎Section 9.03(a) or ‎Section

9.03(b) to be satisfied; or

(d) by

the Company, if:

(i) prior

to receipt of the Company Stockholder Approval, the Board of Directors authorizes the Company to enter into a written definitive agreement

concerning a Superior Proposal in accordance with ‎‎Section

6.04 (with such agreement being entered into substantially concurrently with the termination of this Agreement); provided that

concurrently with such termination, the Company pays the Company Termination Fee payable pursuant to ‎Section

10.03; or

(ii) a

breach of any representation or warranty or failure to perform any covenant or agreement on the part of Parent or Merger Sub set forth

in this Agreement shall have occurred (A) that would cause the conditions set forth in ‎‎Section

9.03(a)(i), ‎Section 9.03(a)(ii) or

‎Section 9.03(b) not to be satisfied and

(B) that is incapable of being cured or, if curable, has not been cured by the date that is 30 calendar days after its receipt of written

notice thereof from the Company (or, if earlier, one Business Day prior to the End Date);

provided that

the right to terminate this Agreement pursuant to this ‎‎Section

10.01(d)(ii) shall not be available if the Company is in breach of any provision of this Agreement or if there is any inaccuracy of

any of its representations and warranties, and which breach or inaccuracy caused or resulted in the failure of any of the conditions set

forth in ‎Section 9.02(a) or ‎9.02(b)

to be satisfied.

The party desiring to terminate

this Agreement pursuant to this ‎‎Section 10.01

(other than pursuant to ‎‎Section 10.01(a)) shall

give notice of such termination to the other parties specifying the provision of ‎Section

10.01 pursuant to which this Agreement is being terminated, and setting forth in reasonable detail the facts and circumstances forming

the basis for such termination pursuant to such provision.

Section 10.02. Effect

of Termination. If this Agreement is terminated pursuant to ‎‎Section

10.01, subject to ‎Section 10.03, this Agreement

shall become void and of no effect without liability of any party to the other parties hereto (or any stockholder, director, officer,

employee, agent, consultant or Representative of such party); provided that, if such termination shall result from fraud or a Willful

Breach, such party shall be fully liable for any and all liabilities and damages (which the parties acknowledge and agree will not be

limited to reimbursement of expenses or out-of-pocket costs, and shall include the benefit of the bargain lost by a party’s stockholders

(or holders of Company Securities) (including, in the case of the Company, the premium reflected in the Merger Consideration, which was

specifically negotiated by the Board of Directors on behalf of the Company’s shareholders (or holders of Company Securities) and

taking into consideration all other relevant matters, including other combination opportunities and the time value of money), which will

be deemed in such event to be damages of such party as determined by the trier of fact) incurred or suffered by the other parties as a

result of such fraud or Willful Breach; provided further, that the maximum aggregate liability of Parent and Merger Sub pursuant

to this Agreement and of the Equity Financing Sources pursuant to the Limited Guaranty for any liabilities and damages payable pursuant

to this ‎Section 10.02 shall be $437,325,380.

Notwithstanding the previous sentence, the Confidentiality Agreements and the provisions of ‎‎Section

6.03(b), the last sentence of ‎Section 6.07, ‎Section

8.03, this ‎Section 10.02, ‎Section

10.03 and ‎‎Article 11 shall survive

any termination hereof pursuant to ‎‎Section

10.01. For the avoidance of doubt, Parent or the Company, as applicable, may seek specific performance in accordance with ‎Section

11.13 to cause the Company or Parent, as applicable, to consummate the Merger or the payment of damages for fraud or Willful Breach

to the extent permitted by this ‎Section 10.02,

but in no event shall Parent or the Company, as applicable, be entitled to both (A) equitable relief damages or equitable relief

ordering the Company or Parent, as applicable, to consummate the Merger and (B) the payment of (i) damages for fraud or Willful Breach

pursuant to this ‎Section 10.02 or (ii) the Company

Termination Fee or the Parent Regulatory Termination Fee and any Enforcement Costs, as applicable, pursuant to ‎Section

10.03.

Section 10.03. Termination

Fee.

(a) (i)

If this Agreement is terminated by the Company pursuant to ‎Section

10.01(d)(i) (Superior Proposal) or by Parent pursuant to ‎Section

10.01(c)(i) (Adverse Recommendation Change), the Company shall pay or cause to be paid to Parent in immediately available funds

the Company Termination Fee, in the case of a termination by Parent, within two Business Days after

such termination and,

in the case of a termination by the Company, immediately before and as a condition to such termination.

(ii) If

(A) this Agreement is terminated (1) by Parent or the Company pursuant to ‎‎Section

10.01(b)(iii) (Company No Vote), (2) prior to the receipt of the Company Stockholder Approval, by Parent or the Company pursuant

to ‎Section 10.01(b)(i) (End Date),

or (3) by Parent pursuant to ‎Section 10.01(c)(ii)

(Company No Shop Breach) or ‎Section

10.01(c)(iii) (Company Breach), (B) after the date of this Agreement and prior to the applicable termination (or, in the case

of a termination pursuant to ‎Section 10.01(b)(iii)

(Company No Vote), the Company Stockholders Meeting), an Acquisition Proposal shall have been publicly announced and not withdrawn

and (C) within 12 months after the date of such termination, the Company enters into a definitive agreement with respect to such Acquisition

Proposal and such Acquisition Proposal is subsequently consummated (provided that for purposes of this ‎‎Section

10.03(a)(ii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”),

then the Company shall pay to Parent in immediately available funds, concurrently with the consummation of such Acquisition Proposal described

in this clause ‎(C), the Company Termination Fee.

(iii) If

this Agreement is terminated by Parent or the Company pursuant to (A) (1) ‎Section

10.01(b)(i) (End Date) and, at the time of such termination, the conditions set forth in ‎Section

9.01(b) (as a result of a Legal Restraint with respect to Competition Laws) or ‎Section

9.01(c) shall not have been satisfied or (2) ‎Section

10.01(b)(ii) (Order) with respect to Competition Laws, and, at the time of such termination referred to in clause ‎(1)

or ‎(2) above, the conditions set forth in ‎Section

9.02 would be satisfied or waived if the Closing were to occur on the termination date (or would not be satisfied as a result of the

same facts that resulted in the conditions in ‎Section

9.01(b) or ‎Section 9.01(c) not being

satisfied) or (B) ‎Section 10.01(d)(ii)

(Parent Breach) as a result of a material breach by Parent of ‎Section

5.02(b) or ‎Section 8.01, then Parent

shall, within two Business Days of receipt of a written demand for payment from the Company (a “Payment Demand”), and

in any event by the date being sixty (60) days following such termination unless the Company has delivered a Payment Waiver to Parent

prior to such date, pay or cause to be paid to the Company in immediately available funds $14,213,075 (such fee, the “Parent

Regulatory Termination Fee”) and any out-of-pocket costs and expenses (including attorneys’ fees and expenses) incurred

by the Company and its Subsidiaries in connection with the successful collection of the Parent Regulatory Termination Fee up to a maximum

aggregate amount of $1,000,000 (the “Enforcement Costs”).

(iv) In

no event shall the Company or Parent be required to pay the Company Termination Fee or Parent Regulatory Termination Fee, as applicable,

on more than one occasion.

(b) Each

party agrees that (i) the agreements contained in this ‎‎Section

10.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other parties

would not enter into this Agreement and (ii) in light of the difficulty of accurately determining actual damages with respect to the foregoing,

the right to payment of the Company Termination Fee or the Parent Regulatory Termination Fee and the Enforcement

Costs, as applicable,

constitute a reasonable estimate of the losses, damages, claims, costs or expenses that will be suffered by reason of any such termination

of this Agreement and constitutes liquidated damages (and not a penalty) and hereby irrevocably waives, and agrees not to assert in any

Proceeding arising out of or relating to this Agreement, any claim to the contrary. Each party further acknowledges that the

Company Termination Fee or the Parent Regulatory Termination Fee and the Enforcement Costs, as applicable, if, as and when paid in accordance

with the terms of this ‎Section 10.03, is not

a penalty, but is instead liquidated damages in a reasonable amount that will compensate Parent or the Company, as applicable, in circumstances

in which such fee is payable for the efforts and resources expended, and opportunities forgone, while negotiating this Agreement, and

for such party’s reliance on this Agreement, and on the expectation of the consummation of the transactions contemplated hereby,

which amounts would otherwise be impossible to calculate with precision.

anything herein to the contrary, (i) Parent and Merger Sub agree that, upon any termination of this Agreement under circumstances where

the Company Termination Fee is payable by the Company and (ii) the Company agrees that, upon any termination of this Agreement under circumstances

where the Parent Regulatory Termination Fee is payable by Parent, in each case pursuant to this ‎‎Section

10.03 and such Company Termination Fee or Parent Regulatory Termination Fee and the Enforcement Costs, as applicable, are paid in

full, (A) the Company Termination Fee or the Parent Regulatory Termination Fee and the Enforcement Costs, as applicable, shall be the

sole and exclusive remedy of the applicable party in connection with this Agreement, the Equity Commitment Letter and the Limited Guaranty

or the transactions contemplated hereby or thereby, (B) the applicable party shall not seek to obtain any recovery, judgment, or damages

of any kind, including consequential, indirect, or punitive damages, against the other parties or their respective Subsidiaries or any

of their respective directors, officers, employees, partners, managers, members, stockholders, Affiliates or Representatives in connection

with this Agreement, the Equity Commitment Letter, the Limited Guaranty or any agreements or transactions contemplated hereby or thereby,

or under any theory of law or equity or in respect of any representations, warranties or other agreements made or alleged to be made in

connection herewith or therewith, through the applicable party or otherwise, whether by or through attempted piercing of the corporate

veil, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other Applicable

Law, or otherwise and (C) upon any termination of this Agreement under circumstances where the Parent Regulatory Termination Fee is payable

by Parent and such Parent Regulatory Termination Fee and the Enforcement Costs paid in full (I) neither Parent, the Equity Financing Sources

nor any Parent Related Party shall have any liability to the Company, its stockholders or any of their respective Affiliates (or any other

Person) relating to or arising out of this Agreement, the Equity Commitment Letter, the Limited Guaranty or any agreements or transactions

contemplated hereby or thereby and (II) none of the Company, its Subsidiaries, its stockholders, any of their respective Affiliates nor

any other Person (other than Parent) shall be entitled to bring or maintain any Proceeding against Parent, Merger Sub, the Equity Financing

Sources or any other Parent Related Parties arising out of this Agreement, the Equity Commitment Letter, the Limited Guaranty, any agreements

contemplated hereby or thereby any of the transactions contemplated hereby or thereby or any matters forming the basis for such termination;

provided, that the Company may, at any time prior to the earlier of (i) the date that is sixty (60) days following such termination

of this Agreement and (ii) the Company’s delivery to Parent of a Payment Demand, notify Parent in writing that it irrevocably waives

its entitlement to the Parent

Regulatory Termination

Fee and any Enforcement Costs (a “Payment Waiver”), in which case (x) none of Parent, Merger Sub, the Equity Financing

Sources, any Parent Related Party or any other Person shall have any liability or obligation whatsoever to pay the Parent Regulatory Termination

Fee or any Enforcement Costs, and (y) the Company may seek damages from Parent in respect of fraud or a Willful Breach by Parent or Merger

Sub; provided further, that the maximum aggregate liability of Parent and Merger Sub pursuant to this Agreement and of the Equity

Financing Sources pursuant to the Limited Guaranty for any liabilities and damages payable pursuant to ‎Section

10.02 following such irrevocable election shall be $437,325,380. For the avoidance of doubt, Parent or the Company, as

applicable, may seek specific performance in accordance with ‎Section

11.13 to cause the Company or Parent, as applicable, to consummate the Merger or the payment of the Company Termination Fee or the

Parent Regulatory Termination Fee and the Enforcement Costs, as applicable, pursuant to this ‎Section

10.03, but in no event shall Parent or the Company, as applicable, be entitled to both (A) equitable relief damages or equitable relief

ordering the Company or Parent, as applicable, to consummate the Merger and (B) the payment of (I) damages for fraud or Willful Breach

pursuant to ‎Section 10.02 or (II) the Company

Termination Fee or the Parent Regulatory Termination Fee and the Enforcement Costs, as applicable, pursuant to this ‎Section

10.03.

Article

Miscellaneous

Section 11.01. Notices. All

notices, requests and other communications to any party hereunder shall be in writing (including e-mail; provided, that if the

sender of an e-mail receives an automated response indicating that delivery was unsuccessful then such e-mail shall be deemed to not have

been delivered for purposes hereof) and shall be given,

if to Parent or Merger Sub,

to:

c/o Knox Lane LP

655 Montgomery Street, Suite 1905

San Francisco, CA 94111

Attn: Shamik Patel; Brent Gunderson; Rick Madden

Email: spatel@knoxlane.com; bgunderson@knoxlane.com;

rmadden@knoxlane.com

with a copy, which shall not

constitute notice, to:

Kirkland & Ellis LLP

2049 Century Park East, 37th Floor

Los Angeles, CA 90067

Attn: Hamed Meshki, P.C.; Daniel A. Guerin, P.C.;

James Brownstein

Email: hamed.meshki@kirkland.com; daniel.guerin@kirkland.com;

james.brownstein@kirkland.com

if to the Company, to:

Cross Country Healthcare, Inc.

6551 Park of Commerce Boulevard, N.W.

Boca Raton, Florida 33487

Attention: Kevin Clark, Chairman and Chief Executive Officer

E-mail: kclark@crosscountry.com

with copies, which shall not

constitute notice, to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: H. Oliver Smith

Brian Wolfe

E-mail: oliver.smith@davispolk.com

brian.wolfe@davispolk.com

or to such other address or e-mail address as

such party may hereafter specify for the purpose by notice to the other parties hereto in accordance with this ‎Section

11.01. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient

thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication

shall be deemed to have been received on the next succeeding business day in the place of receipt.

Section 11.02. No

Survival of Representations and Warranties, Covenants and Agreements. The representations and warranties, covenants

and agreements contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time,

except for (a) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part

after the Effective Time and (b) those covenants and agreements set forth in ‎Section

8.03 and this ‎Article 11 (but, in the case

of ‎Section 11.13, only to the extent relating

to obligations required to be performed after termination).

Section 11.03. Amendments

and Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only

if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case

of a waiver, by each party against whom the waiver is to be effective; provided that, after the Company Stockholder Approval has

been obtained, there shall be no amendment or waiver that would require the further approval of the stockholders of the Company under

Applicable Law without such approval having first been obtained.

(b) No

failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single

or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The

rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 11.04. Expenses. Except

as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring

such cost or expense.

Section 11.05. Disclosure

Schedule. The parties hereto agree that any reference in a particular section of the Company Disclosure Schedule

shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or

covenants, as applicable) of the Company that are contained in the corresponding Section of this Agreement and (b) any other representations

and warranties (or covenants, as applicable) of the Company that are contained in this Agreement, but only if the relevance of that reference

as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) is reasonably apparent

on the face of such reference. The inclusion of an item in the Company Disclosure Schedule will not be deemed an admission

that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be

expected to have a Company Material Adverse Effect, and the disclosure therein of any allegations with respect to any alleged breach,

violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default

has occurred. Headings and subheadings have been inserted in certain sections of the Company Disclosure Schedule for convenience

of reference only and will not be considered a part of or affect the construction or interpretation of such sections. The information

provided in the Company Disclosure Schedule is being provided solely for the purpose of making disclosures to Parent under this Agreement.

Section 11.06. Binding

Effect; Benefit; Assignment.

(a) Subject

to ‎‎Section 11.06(b), the provisions of

this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns

and no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any

Person other than the parties hereto and their respective successors and assigns, other than: (i) with respect to the provision of

‎‎Section 7.03, which shall inure to the

benefit of the Persons benefiting therefrom who are intended to be third-party beneficiaries thereof; and (ii) the right of any holders

of Company Common Shares and Company Equity Awards to receive the Merger Consideration following the Effective Time in accordance with

the terms and conditions of this Agreement, which shall inure to the benefit of the Persons benefitting therefrom who are intended to

be third-party beneficiaries thereof.

(b) No

party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other

party hereto, except that each of Parent or Merger Sub may transfer or assign its respective rights and obligations under this Agreement,

in whole or, from time to time, in part, (i) to one or more of its Affiliates at any time, and (ii) after the Effective Time,

to any Person (including as collateral to any financing sources); provided that such transfer or assignment shall not relieve Parent

or Merger Sub of its obligations under this Agreement or enlarge, alter or change any obligation of the Company hereunder. Any

purported assignment, delegation or other transfer without such consent or otherwise consistent with the foregoing sentence shall be void.

Section 11.07. Governing

Law. This Agreement and any Proceeding arising out of or relating to this Agreement shall be governed by and construed

in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state or other rules that would

result in the application of the laws of a different jurisdiction.

Section 11.08. Jurisdiction. The

parties hereto agree that any Proceeding seeking to enforce any provision of, relating to, or in connection with this Agreement or the

transactions contemplated hereby shall be brought exclusively in the Delaware Chancery Court or, if such court shall not have or declines

jurisdiction, any federal court or other Delaware state court, in each case, located in New Castle County in the State of Delaware (collectively,

the “Chosen Courts”), and each of the parties hereby irrevocably consents and submits to the exclusive jurisdiction

of such Chosen Courts (and of the appropriate appellate courts therefrom) in any such Proceeding and irrevocably waives, to the fullest

extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding

in any such Chosen Court or that any such Proceeding brought in any such Chosen Court has been brought in an inconvenient forum. Process

in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without

limiting the foregoing, each party agrees that service of process on such party as provided in ‎‎Section

11.01 shall be deemed effective service of process on such party.

Section 11.09. WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS

AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY

WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS

AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF

LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,

(C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER

THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS ‎SECTION

11.09.

Section 11.10. Counterparts;

Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with

the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via electronic

mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com)) or other

transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective

as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when each party hereto

shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received

a counterpart hereof signed by each other party hereto,

this Agreement shall

have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or

other communication).

Section 11.11. Entire

Agreement. This Agreement and the Confidentiality Agreements constitute the entire agreement between the parties

with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between

the parties with respect to the subject matter of this Agreement.

Section 11.12. Severability. If

any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority

to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain

in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions

contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall

negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable

manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.13. Specific

Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement

were not performed in accordance with its terms, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly,

the parties hereto agree that the parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of equitable

relief, to prevent or restrain breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms

and provisions hereof, without the necessity of proving that irreparable damage would occur or the inadequacy of money damages as a remedy

(and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), in addition to

any other remedy to which they are entitled at law or in equity. The parties hereto hereby waive any defense, and agree not

to assert (or interpose as a defense or in opposition), that a remedy of speciﬁc performance or other equitable relief is unenforceable,

invalid, contrary to law or inequitable for any reason, that a remedy of monetary damages (including any fee payable pursuant to ‎Section

10.03) would provide an adequate remedy or that the parties otherwise have an adequate remedy at law; provided that no party shall

be entitled to both specific performance and a fee payable pursuant to ‎Section

10.03. Notwithstanding anything herein to the contrary, if, prior to the End Date, any party brings any Proceeding to enforce

specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by the

amount of time during which such Proceeding is pending, plus five Business Days, or such longer time period established by the court presiding

over such Proceeding, if any. For the avoidance of doubt, Parent or the Company, as applicable, may seek (x) specific performance in accordance

with this ‎Section 11.13 to cause the Company

or Parent, as applicable, to consummate the Merger or (y) (i) damages for fraud or Willful Breach pursuant to ‎Section

10.02 or (ii) the payment of the Company Termination Fee or the Parent Regulatory Termination Fee and any Enforcement Costs, as applicable,

pursuant to ‎Section 10.03, but in no event shall

Parent or the Company, as applicable, be entitled to both (A) equitable relief damages or equitable relief ordering the Company or Parent,

as applicable, to consummate the Merger and (B) the payment of (i) damages for fraud or Willful Breach pursuant to ‎Section

10.02 or (ii) the Company Termination Fee or the Parent Regulatory Termination Fee and any Enforcement Costs, as applicable, pursuant

to ‎Section 10.03.

[The remainder of this page

has been intentionally left blank;

the next page is the signature page.]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth on the cover page

of this Agreement.

CROSS COUNTRY HEALTHCARE, INC.

By:

/s/ Kevin C. Clark

Name:

Kevin C. Clark

Title:

Co-Founder, Chairman and Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

KL CRISS CROSS INTERMEDIATE, LLC

By:

/s/ Shamik Patel

Name:

Shamik Patel

Title:

President

KL CRISS CROSS MERGER SUB, INC.

By:

/s/ Shamik Patel

Name:

Shamik Patel

Title:

President

[Signature Page to Agreement and Plan of Merger]

Exhibit A

Certificate of Incorporation

of Surviving Corporation

SECOND AMENDED

AND RESTATED

CERTIFICATE OF INCORPORATION

CROSS COUNTRY HEALTHCARE, INC.

________________________, 202__

ARTICLE

One

The

name of the corporation is Cross Country Healthcare, Inc. (the “Corporation”).

ARTICLE

Two

The

address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County

of New Castle, Delaware, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust

Company.

ARTICLE

Three

The

nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may

be organized under the General Corporation Law of the State of Delaware.

ARTICLE

Four

The

total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, $0.01 par

value per share.

ARTICLE

Five

The

Corporation shall have perpetual existence.

ARTICLE

Six

furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation (the “Board”)

is expressly authorized to make, alter, adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE

Seven

Meetings

of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books

of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board

or as set forth in the Bylaws of the Corporation. Election of directors need not be by written ballot unless the Bylaws of

the Corporation so provide.

ARTICLE

Eight

Except

to the extent that the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, prohibits the

elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally

liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director. Any amendment

or repeal of this Article Eight shall not adversely affect any right or protection of a director of the Corporation under the

General Corporation Law of the State of Delaware existing at the time of such repeal or modification, and shall not apply to or have

any effect on the liability or alleged liability of any director with respect to any acts or omissions of such directors occurring prior

to such amendment or repeal.

ARTICLE

Nine

The

Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE

Ten

The

Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the

manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein

are granted subject to this reservation.

ARTICLE

Eleven

The

Corporation shall indemnify to the fullest extent authorized or permitted by law, as now or hereafter in effect, any person made or threatened

to be made a party to any action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that

such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or any predecessor

of the Corporation or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or

any predecessor to the Corporation (each, an “Indemnified Person”). Such right to indemnification shall continue as

to any such Indemnified Person who has ceased to be a director, officer or employee of the Corporation or any predecessor of the Corporation

or any such other enterprise and shall inure to the benefit of such Indemnified Person’s heirs, executors and personal and legal

representatives. The right to indemnification conferred by this Article Eleven shall include the right to be paid by

the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

The

Corporation may, to the extent authorized from time to time by the Board, provide additional rights to indemnification and to the advancement

of expenses to directors, officers and employees and agents of the Corporation (subject to the final paragraph of this Article Eleven).

The

rights to indemnification and to the advance of expenses conferred in this Article Eleven shall not be exclusive of any other

right which any person may have or hereafter acquire under this certificate of incorporation, the Bylaws of the Corporation, any statute,

agreement, vote of stockholders or disinterested directors or otherwise.

Any

repeal or modification of the foregoing provisions of this Article Eleven by the stockholders of the Corporation shall not adversely

affect any rights to indemnification and to the advancement of expenses of any Indemnified Person existing at the time of such repeal

or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE

Twelve

recognition and anticipation that (i) the certain of the Covered Persons (defined below) may serve as directors or officers of the Corporation,

(ii) the Sponsor (defined below) and its Affiliated Companies (defined below) engage and may continue to engage in the same or similar

activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities

that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) the Corporation and its

Affiliated Companies may engage in material business transactions with the Sponsor and its Affiliated Companies, and that the Corporation

is expected to benefit therefrom, the provisions of this Article Twelve are set forth to regulate and define the conduct of certain

affairs of the Corporation as they may involve the Covered Persons, and the powers, rights, duties and liabilities of the Corporation

and its officers, directors and stockholders in connection therewith.

The

Corporation and its Affiliated Companies renounce, to the fullest extent permitted by law, any interest or expectancy of the Corporation

and its Affiliated Companies in, or in being offered an opportunity to participate in, any Excluded Opportunity (as defined below). As

a result of such renunciation, (a) all Excluded Opportunities shall belong to the Sponsor and its Affiliated Companies, (b) no Covered

Person shall have any duty to present any Excluded Opportunity to the Corporation or its Affiliated Companies, (c) the Covered Persons

shall have the right to hold and exploit all Excluded Opportunities for their own account and benefit, or to direct, sell, assign or

transfer any Excluded Opportunity to any other person or entity and (d) the Covered Persons cannot be, and shall not be, liable to the

Corporation, its stockholders or its Affiliated Companies for breach of any fiduciary duty to the Corporation, its stockholders or its

Affiliated Companies by reason of the fact that any Covered Person does not present any Excluded Opportunity to the Corporation or its

Affiliated Companies or pursues, acquires or exploits any Excluded Opportunity for itself or directs, sells, assigns or transfers any

Excluded Opportunity to any other person or entity. Any person or entity purchasing or otherwise acquiring any interest in

any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article Twelve.

the extent that any provision of this Article Twelve is found to be invalid or unenforceable, such invalidity or unenforceability

shall not affect the validity or enforceability of any other provision of this Article Twelve.

“Affiliated

Company” means (a) in respect of the Sponsor, (i) any entity that controls, is controlled by or is under common control with

the Sponsor (other than the Corporation and any company that is controlled by the Corporation) and (ii) any investment fund managed by

the Sponsor or any person or entity that controls, is controlled by or is under common control with the Sponsor and (b) in respect of

the Corporation, any company controlled by the Corporation.

“Covered

Persons” means (a) the Sponsor, its Affiliated Companies and any partner, member, director, officer, stockholder, employee

or agent of the Sponsor or any of its Affiliated Companies, and (b) any person serving as a director, officer, employee or agent of the

Corporation at the request of the Sponsor or any of its Affiliated Companies.

“Excluded

Opportunity” means any matter, transaction or interest or potential matter, transaction or interest (including without limitation

those that might be the same as or similar to the business or activities of the Corporation or any of its Affiliated Companies) that

is presented to, or acquired, created or developed by, or that otherwise comes into the possession of, any Covered Person unless such

matter, transaction or interest is offered in writing to a Covered Person expressly and solely in such Covered Person’s capacity

as a director or officer of the Corporation.

“Sponsor”

means Knox Lane LP.

WHITNESS WHEREOF, Cross Country Healthcare, Inc. has caused this Second Amended and Restated Certificate of Incorporation to be executed

and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

CROSS COUNTRY

HEALTHCARE, INC.

By:

Name:

Title:

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp246394_ex9901.htm · Sequence: 3

Exhibit 99.1

Cross Country

Healthcare to be Acquired by Knox Lane in All-Cash Transaction Valued at $437 Million

BOCA RATON, Fla., and SAN FRANCISCO

– May 6, 2026 — Cross Country Healthcare, Inc. (NASDAQ: CCRN) (“Cross Country Healthcare” or the “Company”)

a leading, technology-driven healthcare workforce solutions company, today announced that it has entered into a definitive agreement

to be acquired by Knox Lane, a growth-oriented investment firm. Under the terms of the agreement, Knox Lane will acquire all outstanding

shares of Cross Country Healthcare common stock for $13.25 per share in an all-cash transaction valued at $437

million. The transaction represents a premium of approximately 31 percent to Cross Country

Healthcare’s closing price on May 6, 2026, and a 45

percent premium to the Company’s volume-weighted average trading price for the 90-day period ended May 6,

2026.

Upon completion of the transaction, Cross

Country Healthcare will become a privately held platform company in Knox Lane’s portfolio and will cease trading on Nasdaq stock

exchange.

“We are excited to be working

with Knox Lane, who brings significant and direct expertise in our sector to help Cross Country Healthcare enter its next phase of growth,

while delivering significant and immediate value to our stockholders,” said Kevin Clark, Co-Founder, Chairman and Chief Executive

Officer of Cross Country Healthcare. “Knox Lane truly appreciates our iconic brand and the strength of our platform, especially

the proprietary technology we’ve built on four decades of real-world experience. That foundation uniquely positions organizations

to design, predict, and optimize labor strategies with market-leading precision. Just as important, Knox Lane recognizes the exceptional

team behind it all, delivering best-in-class solutions to our clients and the thousands of professionals we proudly support every day,”

he continued.

“Cross Country Healthcare is a

longstanding leader and innovator in healthcare workforce solutions, with an unparalleled focus on delivering clinical excellence,”

said John Bailey, Managing Partner at Knox Lane and Shamik Patel, Partner at Knox Lane. “We are excited to leverage our extensive

experience to bring added strategic focus and capabilities to the business to build on its already strong foundation, technology, and

customer relationships.”

Transaction Details

The proposed transaction is expected

to close in the third quarter of 2026, subject to customary closing conditions, including approval by Cross Country Healthcare stockholders

and required regulatory approvals.

Upon completion of the transaction, the

Company will continue to operate under the Cross Country Healthcare name and brand.

Additional details regarding the transaction

will be included in a Current Report on Form 8-K to be filed by Cross Country Healthcare with the U.S. Securities and Exchange Commission

(“SEC”).

Advisors

BofA Securities, Inc. is serving as exclusive

financial advisor to Cross Country Healthcare and Davis Polk & Wardwell LLP is serving as legal counsel. MTS Health Partners is serving

as exclusive financial advisor to Knox Lane and Kirkland & Ellis LLP is serving as its legal counsel.

About Cross Country Healthcare, Inc.

Page 1 of 5

Cross Country Healthcare, Inc. (Nasdaq:

CCRN) is a technology-driven healthcare workforce solutions company, delivering an AI-powered digital platform and advisory services

backed by 40 years of healthcare labor expertise to help health systems optimize and sustain their entire labor ecosystem.

Through Intellify®, its

cloud-based workforce and vendor management platform designed to integrate with core hospital systems, Cross Country helps improve transparency

across the labor ecosystem. Intellify® unifies workforce management across service lines, including non-clinical, nursing,

allied health, and locums, into a single, centralized view of internal and contingent labor. Powered by real-time analytics and AI-driven

insights, the platform helps leaders forecast demand, optimize labor utilization, streamline workflows, and improve cost efficiency while

supporting high-quality care delivery.

About Knox Lane

Based in San Francisco, Knox Lane

is a growth-oriented investment firm comprised of a team of accomplished investors and operators with a shared work history and a strong

track record of partnering with leading companies to accelerate transformational growth. Knox Lane employs an investor-operator mindset

and seeks to provide support across a number of business components, including human capital, brand management, AI & end-to-end digital

transformation, sourcing, supply chain and logistics, strategic acquisitions and business development. For more information, please visit www.knoxlane.com.

Important Information and Where to

Find It

This communication relates to the proposed

transaction (the “Merger”) between the Company and [Knox Lane], as contemplated by that certain Agreement and Plan of Merger

(the “Merger Agreement”), dated as of May 6, 2026, by and among the Company,

KL Criss Cross Intermediate, LLC (“Parent”), and KL Criss Cross Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger

Sub”). In connection with this proposed Merger, the Company will file a definitive proxy statement on Schedule 14A (the “proxy

statement”) or other documents with the SEC. This communication is not a substitute for any proxy statement or other document the

Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO

READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE

FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement and/or a notice of internet availability of proxy materials, when available, will be mailed to the Company’s

stockholders of record as of the close of business on the record date for the Company’s stockholders meeting, as applicable. Investors

and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by

the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company

will be available free of charge on the Company’s internet website at https://ir.crosscountryhealthcare.com/

or by contacting the Company’s primary investor relations contact by email at jvogel@crosscountry.com or by phone at 561-237-8310.

Page 2 of 5

Participants in the Solicitation

The Company, Parent, Merger Sub, their

respective directors, and certain of their respective executive officers may be considered participants in the solicitation of proxies

in connection with the proposed Merger. Information about the directors and executive officers of the Company, their ownership of shares

of the Company’s common stock, and the Company’s transactions with related persons is set forth in its Annual Report on Form

10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 10, 2026, in its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders in the sections entitled

“Security Ownership of Certain Beneficial Owners and Management” and “Related Party Transactions”, which was

filed with the SEC on March 30, 2026, as amended by Amendment No. 1 thereto filed on April 2, 2026, certain of its Quarterly Reports on Form 10-Q, and certain of its Current Reports on Form 8-K.

These documents can be obtained free

of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description

of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant

materials to be filed with the SEC when they become available.

Offer or Solicitation

This

communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation

of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any

jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction.

Forward Looking Statements

This communication contains “forward-looking

statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are

not statements of historical fact, including statements regarding the proposed Merger, including the expected timing and closing of the

proposed Merger; the Company’s ability to consummate the proposed Merger; the expected benefits of the proposed Merger and other

considerations taken into account by the Company’s Board of Directors in approving the proposed Merger; the amounts to be received

by stockholders; and expectations for the Company prior to and following the closing of the proposed Merger, may be deemed to be forward-looking

statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the

Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions.

Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,”

“may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,”

“estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,”

“signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstances

that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed Merger,

(ii) the risk that a condition of closing of the proposed Merger may not be satisfied or that the closing of the proposed Merger might

otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed Merger is not obtained or is obtained

subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related

to disruption of

Page 3 of 5

management time from ongoing business

operations due to the proposed Merger, (vi) the risk that any announcements relating to the proposed Merger could have adverse effects

on the market price of the Company’s common stock, (vii) the risk that the proposed Merger and its announcement could have an adverse

effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers

and customers, (viii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination

of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee, (ix) the risk that competing offers

will be made, (x) unexpected costs, charges or expenses resulting from the Merger, (xi) potential litigation relating to the Merger that

could be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers, including the effects

of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that the Company’s businesses

serve which could have an effect on demand for the Company’s services and impact the Company’s profitability, (xiii) effects

from global pandemics, epidemics, or other public health crises, (xiv) changes in marketplace conditions, such as alternative modes of

healthcare delivery, reimbursement, and customer needs, and (xv) disruptions in the global credit and financial markets, including diminished

liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security

vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, costs of providing services, retention of key

employees, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those

contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking

statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information

regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s

filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual

Report on Form 10-K for the year ended December 31, 2025 and in the Company’s other filings with the SEC. The list of factors is

not intended to be exhaustive.

These forward-looking statements speak

only as of the date of this communication, and, except as may be required by applicable law, the Company does not assume any obligation

to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of

the Company.

Contacts

Cross Country Healthcare

Investors

Josh Vogel,

Vice President, Investor Relations

jvogel@crosscountry.com

561-237-8310

Media

Jim Golden / Clayton Erwin

Collected Strategies

CrossCountry-CS@collectedstrategies.com

212-379-2072

Page 4 of 5

Knox Lane

Woomi Yun / Erik Carlson

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Page 5 of 5

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Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

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