Exhibit 1 THE PROVIDENCE SERVICE CORPORATION (a Delaware Corporation) 4,300,000 Shares of Common Stock Par Value $0.01 Per Share Underwriting Agreement August ___, 2003 SunTrust Capital Markets, Inc. Jefferies & Company, Inc. Avondale Partners, LLC As...Underwriting Agreement • July 31st, 2003 • Providence Service Corp • Services-social services • Delaware
SETTLEMENT AGREEMENT AMONG THE PROVIDENCE SERVICE CORPORATION AND RICHARD LITTLE, PARKER NIELSEN, ROBERTA NIELSEN AND KAREN PERCY March 25, 1999Settlement Agreement • June 19th, 2003 • Providence Service Corp • Arizona
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated March 1, 2002, among THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the "Corporation"), and the INVESTORS (as herein defined). The Investors own or have the right to purchase or...Registration Rights Agreement • July 31st, 2003 • Providence Service Corp • Services-social services • New York
BACKGROUNDEmployment Agreement • June 19th, 2003 • Providence Service Corp • Arizona
BY AND AMONGMerger Agreement • June 19th, 2003 • Providence Service Corp • Arizona
BACKGROUNDEmployment Agreement • June 19th, 2003 • Providence Service Corp • Arizona
FORM OFUnderwriting Agreement • March 26th, 2004 • Providence Service Corp • Services-social services • Delaware
STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONStock Exchange Agreement • June 19th, 2003 • Providence Service Corp • Arizona
EXHIBIT 1 THE PROVIDENCE SERVICE CORPORATION (a Delaware Corporation) 4,300,000 Shares of Common Stock Par Value $0.001 Per Share Underwriting Agreement August ___, 2003 SunTrust Capital Markets, Inc. Jefferies & Company, Inc. Avondale Partners, LLC...Underwriting Agreement • August 18th, 2003 • Providence Service Corp • Services-social services • Delaware
PRINCIPAL AMOUNT OF BUYER SHARES CASH PROMISSORY NOTES ---------------- ------------ -------------------Stock Purchase Agreement • June 19th, 2003 • Providence Service Corp • Arizona
THE PROVIDENCE SERVICE CORPORATION And each of the Additional Borrowers Listed on Exhibit A, as Borrowers with HEALTHCARE BUSINESS CREDIT CORPORATION as LenderLoan and Security Agreement • June 19th, 2003 • Providence Service Corp • New Jersey
AMENDED AND RESTATED RIGHTS AGREEMENT BY AND BETWEEN THE PROVIDENCE SERVICE CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT Dated as of December 9, 2011Rights Agreement • December 9th, 2011 • Providence Service Corp • Services-social services • Delaware
AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of December 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), between The Providence Service Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a limited purpose national trust bank (the “Rights Agent”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 14th, 2021 • ModivCare Inc • Transportation services • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT is entered into as of August 2, 2013 among THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement") dated July 30, 2003, among THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the "Corporation"), and the INVESTORS (as herein defined).Registration Rights Agreement • July 31st, 2003 • Providence Service Corp • Services-social services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2014 • Providence Service Corp • Services-social services • Arizona
THIS EMPLOYMENT AGREEMENT (“Agreement”), is made as of this 24th day of March 2014 by and between THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation, with its principal office located at 64 East Broadway Blvd, Tucson, Arizona, 85701 its successors and assigns (hereinafter collectively referred to as “Company”), and HERMAN SCHWARZ an individual residing at (“Employee”).
EXHIBIT 2.2 AMENDMENT TO STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT TO STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (hereinafter referred to as the "Amendment") is made and entered into as of the 25th day of November,...Stock Exchange Agreement and Plan of Reorganization • June 19th, 2003 • Providence Service Corp
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2018 • Providence Service Corp • Transportation services • New York
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of this 9th day of January, 2018 (the “Effective Date”) by and between The Providence Service Corporation, a Delaware corporation, with its corporate headquarters located at 700 Canal Street, Third Floor, Stamford, Connecticut 06902, its successors and assigns (the “Company”), and David Shackelton, an individual currently residing at [ ] (“Employee”).
PREFERRED STOCK RIGHTS AGREEMENT BY AND BETWEEN THE PROVIDENCE SERVICE CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT Dated as of December 9, 2008Preferred Stock Rights Agreement • December 10th, 2008 • Providence Service Corp • Services-social services • Delaware
This Preferred Stock Rights Agreement is dated as of December 9, 2008 (this “Agreement” or the “Rights Agreement”), by and between THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (the “Rights Agent”).
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Dated as of August 2, 2013 among THE PROVIDENCE SERVICE CORPORATION, as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent,...Credit and Guaranty Agreement • August 5th, 2013 • Providence Service Corp • Services-social services • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT is entered into as of August 2, 2013 among THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
THE PROVIDENCE SERVICE CORPORATION RESTRICTED STOCK AGREEMENT – OFFICERSRestricted Stock Agreement • May 6th, 2011 • Providence Service Corp • Services-social services • Delaware
You are hereby awarded, effective as of the date hereof, shares (the “Shares”) of common stock, $.001 par value (“Common Stock”), of Providence Service Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 2006 Long-Term Incentive Plan, as amended (the “Plan”), subject to certain Restrictions (as defined below) specified below (While subject to the Restrictions, this Agreement refers to the Shares as “Restricted Shares”.).
CREDIT AND GUARANTY AGREEMENT Dated as of December 7, 2007 by and among THE PROVIDENCE SERVICE CORPORATION, as the Borrower, CIT HEALTHCARE LLC, as Administrative Agent, BANK OF AMERICA, N.A. AND SUNTRUST BANK, As Co- Documentation Agents, ING CAPITAL...Credit and Guaranty Agreement • December 12th, 2007 • Providence Service Corp • Services-social services • New York
This CREDIT AND GUARANTY AGREEMENT is dated as of December , 2007 among THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined) from time to time party hereto, the Lenders (as hereinafter defined) from time to time party hereto, and CIT HEALTHCARE LLC, as Administrative Agent, BANK OF AMERICA, N.A. and SUNTRUST BANK, as Co-Documentation Agents, and ING CAPITAL LLC and ROYAL BANK OF CANADA, as Co-Syndication Agents.
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • May 11th, 2015 • Providence Service Corp • Transportation services • Delaware
THIS AGREEMENT, effective as of the Grant Date set forth above, is between The Providence Service Corporation, a Delaware corporation (the “Company”, “we”, “our” or “us”), and the Participant named above (“you” or “yours”), pursuant to the provisions of the Company’s 2006 Long Term Incentive Plan, as amended (the “Plan”) with respect to the grant of the maximum number of performance restricted stock units (“PRSUs”) specified above. Capitalized terms used and not defined in this Performance Restricted Stock Unit Award Agreement (this “Agreement”) shall have the meanings given to them in the Plan. References to the Company also include its subsidiaries.
AGREEMENT AND PLAN OF MERGER by and among CHARTER LCI CORPORATION, THE PROVIDENCE SERVICE CORPORATION, PRSC ACQUISITION CORPORATION and CLCI AGENT, LLC Dated as of November 6, 2007Merger Agreement • December 12th, 2007 • Providence Service Corp • Services-social services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).
DEFERRED SHARE UNIT AGREEMENTDeferred Share Unit Agreement • August 8th, 2018 • Providence Service Corp • Transportation services
You are hereby awarded, effective as of the date hereof, [ ] deferred share units (each a “DSU” and collectively the “DSUs”) each representing the right to receive one share of Stock of The Providence Service Corporation, a Delaware corporation (the “Company”), pursuant to, and subject to the terms of, the Company’s 2006 Long-Term Incentive Plan, as amended (the “Plan”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 5th, 2013 • Providence Service Corp • Services-social services • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 2, 2013 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and the Subsidiaries of The Providence Service Corporation, a Delaware corporation (the “Borrower”), from time to time party hereto (individually a “Grantor”, and collectively the “Grantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
ESCROW AGREEMENTEscrow Agreement • November 15th, 2007 • Providence Service Corp • Services-social services • New York
This Escrow Agreement is dated as of November 13, 2007, by and among The Providence Service Corporation, a Delaware corporation (the “Company”), The Bank of New York Trust Company, N.A., as escrow agent (“Escrow Agent”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) under the Indenture described below.
THE PROVIDENCE SERVICE CORPORATION as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee Indenture dated as of November 13, 2007 6.5% Convertible Senior Subordinated Notes due 2014Indenture • November 15th, 2007 • Providence Service Corp • Services-social services • New York
INDENTURE, dated as of November 13, 2007, between The Providence Service Corporation, a Delaware corporation, as the “Company” and The Bank of New York Trust Company, N.A., a national banking association, as Trustee.
ContractPreferred Stock Conversion Agreement • June 8th, 2020 • Providence Service Corp • Transportation services • Delaware
This PREFERRED STOCK CONVERSION AGREEMENT (this “Agreement”) dated as of June 8, 2020, among The Providence Service Corporation (the “Company”) on the one hand and Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P. (“CCP2”), Coliseum Capital Co-Invest, L.P. (“CCC”) and Blackwell Partners LLC – Series A (“Blackwell”, each a “Preferred Stockholder” and collectively, the “Preferred Stockholders”) and CCP, CCP2 and Blackwell (each a “Common Stockholder” and collectively, the “Common Stockholders” and the Common Stockholders together with the Preferred Stockholders, the “Holders” and each a “Holder”).
CONSULTING AGREEMENTConsulting Agreement • August 9th, 2011 • Providence Service Corp • Services-social services • Arizona
Consulting Agreement (the “Agreement”) dated May 17, 2011 (the “Effective Date”) between The Providence Service Corporation and its assignees (collectively, the “Company”), and Richard Singleton (the “Consultant”).
Registration Rights Agreement Dated as of November 13, 2007 By and among The Providence Service Corporation and The Purchasers Named HereinRegistration Rights Agreement • November 15th, 2007 • Providence Service Corp • Services-social services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 13th day of November, 2007, among The Providence Service Corporation, a Delaware corporation (the “Company”), and the purchasers named on Exhibit A of the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG THE PROVIDENCE SERVICE CORPORATION, ROSS INNOVATIVE EMPLOYMENT SOLUTIONS CORP. and MOLINA HEALTHCARE, INC. DATED AS OF SEPTEMBER 3, 2015Membership Interest Purchase Agreement • September 8th, 2015 • Providence Service Corp • Transportation services • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (as amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is dated and effective as of September 3, 2015 and is entered into by and among The Providence Service Corporation, a Delaware corporation (“PSC”), Ross Innovative Employment Solutions Corp., a Delaware corporation (“Ross” and, together with PSC, each a “Seller” and together, the “Sellers”), and Molina Healthcare, Inc., a Delaware corporation (“Buyer”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 5th, 2013 • Providence Service Corp • Services-social services
THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of August 2, 2013 (as amended, modified, restated or supplemented from time to time, this “Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and the Subsidiaries of The Providence Service Corporation, a Delaware corporation (the “Borrower”), from time to time party hereto (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
Confidential EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”), is entered into as of August 8, 2019, by and between THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation, with its principal office located at 1275 Peachtree Street, 6th...Employment Agreement • November 7th, 2019 • Providence Service Corp • Transportation services • Georgia
ASSET PURCHASE AGREEMENT by and among CHILDREN’S BEHAVIORAL HEALTH, INC., as Buyer, FAMILY & CHILDREN’S SERVICES, INC. as Seller, and MARY L. WHITE, as Shareholder. DATED AS OF OCTOBER 5, 2007Asset Purchase Agreement • October 12th, 2007 • Providence Service Corp • Services-social services • Pennsylvania
Shareholder is the President of, and owns all of the equity interests in, Seller. Seller provides skilled staff and other administrative support to Family Counseling and Children’s Services, Inc., a Pennsylvania non-profit corporation (“FCCS”) in the performance of the Business in the counties of Crawford, Erie, Mercer and Venango Pennsylvania. The Parties desire that Seller sell and Buyer buy substantially all of the assets of Seller and that Buyer assume certain liabilities of Seller, all on the terms and subject to the conditions set forth in this Asset Purchase Agreement (this “Agreement”). Buyer, Seller and Shareholder are sometimes individually referred to herein as a “Party” and sometimes collectively referred to herein as the “Parties”. Contemporaneously herewith, Buyer and FCCS will enter into a Management Agreement which shall include (i) representations and warranties of FCCS, (ii) provisions for Buyer to manage FCCS’ outpatient clinic; (iii) provisions for the use of the na
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THE PROVIDENCE SERVICE CORPORATION And each of Its Subsidiaries Listed on Exhibits A and B, as Borrowers with HEALTHCARE BUSINESS CREDIT CORPORATION, as Lender June 28, 2005Loan and Security Agreement • July 5th, 2005 • Providence Service Corp • Services-social services • New Jersey
This Second Amended and Restated Loan and Security Agreement (this “Agreement”) is dated this 28th day of June, 2005, by and among The Providence Service Corporation, a Delaware corporation (“Providence”), each of its Subsidiaries listed on Exhibit A attached hereto (together with Providence, collectively, the “Existing Borrowers”) and each of its Subsidiaries listed on Exhibit B attached hereto (collectively, the “New Borrowers” and, together with the Existing Borrowers, each individually a “Borrower”, and collectively, the “Borrowers”), and Healthcare Business Credit Corporation, a Delaware corporation, as lender (“Lender”).
