Exhibit 10.1

SECOND AMENDMENT TO

AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT

AND CONSENT

Dated as of October 23, 2014

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, Swing Line Lender and L/C Issuer,

SUNTRUST BANK

and

ROYAL BANK OF CANADA,

as Co-Syndication Agents

BMO HARRIS BANK, N.A.

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Co-Documentation Agents

and

THE OTHER LENDERS PARTY HERETO

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

SUNTRUST ROBINSON HUMPHREY, INC.

and

RBC CAPITAL MARKETS, ¹

as Joint Lead Arrangers and Joint Bookrunners

SECOND AMENDMENT TO AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT AND CONSENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND CONSENT dated as of October 23, 2014 (this “ Agreement ”) is entered into among The Providence Service Corporation, a Delaware corporation (the “ Borrower ”), the Guarantors, the Lenders, the New Lenders (as defined below) and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Amended Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent entered into that certain Amended and Restated Credit and Guaranty Agreement dated as of August 2, 2013 (as amended by that certain First Amendment dated as of May 28, 2014, the “ Credit Agreement ”);

WHEREAS, the Borrower has requested that the Lenders provide and advance the Term A2 Loans on the Matrix Closing Date; and

WHEREAS, the Borrower has requested that the Lenders provide the consent and amend the Credit Agreement as set forth below (the Credit Agreement, as amended as set forth below, and as further amended and modified from time to time, the “ Amended Credit Agreement ”).

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

1. Consent . Notwithstanding anything to the contrary in the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement, the Required Lenders hereby consent to the Acquisition by a Subsidiary of the Borrower of 100% of the outstanding Equity Interests of CCHN Group Holdings, Inc., a Delaware corporation, pursuant to the Matrix Acquisition Agreement (defined below). The above consent shall not modify or affect the Loan Parties’ obligations to comply fully with the terms of the Credit Agreement or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document in the future. The consent is limited solely to the specific consent identified above and nothing contained in this Agreement shall be deemed to constitute a future waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under applicable law.

2. Amendments . (A) The following amendments to the Credit Agreement shall become effective on the Second Amendment Effective Date (as defined below):

(a) Section 1.01 .

(i) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“ Matrix ” means CCHN Group Holdings, Inc., a Delaware corporation.

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“ Matrix Acquisition ” means the Acquisition by a Subsidiary of the Borrower of 100% of the outstanding Equity Interests of Matrix pursuant to the Matrix Acquisition Agreement.

“ Matrix Acquisition Agreement ” means the Agreement and Plan of Merger dated as of September 17, 2014 by and among Matrix, the Borrower, Matrix Acquisition Co and the Holders’ Representatives named therein.

“ RBCCM ” means RBC Capital Markets, in its capacity as joint lead arranger and book manager.

“ Second Amendment ” means that certain Second Amendment to Amended and Restated Credit and Guaranty Agreement and Consent, dated as of October 23, 2014, by and among the Loan Parties, the Lenders party thereto and the Administrative Agent.

“ Second Amendment Effective Date ” has the meaning given to such term in the Second Amendment.

(ii) The following definitions in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

“ Eurocurrency Base Rate ” means:

(a) for any Interest Period with respect to a Eurocurrency Rate Loan:

(i) in the case of a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “ LIBOR Rate ”) at or about 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(ii) in the case of a Eurocurrency Rate Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“ BBSY ”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period;

(iii) in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency (other than those specified above), the rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.08 ; and

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(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied to the applicable Interest Period in a manner consistent with market practice; provided , further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied to the applicable Interest Period as otherwise reasonably determined by the Administrative Agent. Notwithstanding the foregoing, for purposes of this Agreement, the Eurocurrency Base Rate shall in no event be less than zero percent (0%) at any time.

(b) Section 8.02 . Section 8.02(g) of the Credit Agreement is hereby amended to read as follows:

(g) Permitted Acquisitions and the Matrix Acquisition;

(B) The following amendments to the Credit Agreement shall become effective on the Matrix Closing Date (as defined below):

(a) Section 1.01 .

(i) The following definitions in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

“ Acquisition ”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or substantially all of the property of another Person or at least a majority of the Voting Stock of another Person or a business line or unit or a division of, or a product or a product candidate, of a Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“ Applicable Rate ” means with respect to Revolving Loans, the Term Loan, Swing Line Loans, Letters of Credit Fees and the Commitment Fee, the following percentages per annum, based upon the Consolidated Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a) :

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Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with Section 7.02(a) , then, upon the request of the Required Lenders, Pricing Tier 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a) , whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Net Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Matrix Closing Date to the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a) for the first full fiscal quarter ending after the Matrix Closing Date shall be determined based upon Pricing Tier 2. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .

“ Borrowing ” means each of the following, as the context may require: (a) a borrowing of Swing Line Loans pursuant to Section 2.04(a) , (b) a borrowing consisting of simultaneous Revolving A Loans of the same Type, in Dollars and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(a)(i) , (c) a borrowing consisting of simultaneous Revolving B Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(a)(ii) , (d) a borrowing consisting of a simultaneous portion of the Term A1 Loan of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(b) and (e) a borrowing consisting of a simultaneous portion of the Term A2 Loan of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(c) .

“ Consolidated Adjusted EBITDA ” means, at any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for the period of the four fiscal quarters most recently ended:

(i) increased (without duplication) by the following to the extent deducted in calculating such Consolidated Net Income for such period: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (c) depreciation and amortization expense for such period, (d) all charges, fees, costs and expenses (including legal fees) incurred during such period in connection with (I) the entering into by the Loan Parties and their

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applicable Subsidiaries of the Loan Documents to which they are or are intended to be a party and (II) future Permitted Refinancing Indebtedness or any proposed or actual issuance or incurrence of any other Indebtedness permitted by Section 8.03 (including for settlement of the Convertible Notes or other Convertible Indebtedness), (e) fees, costs, charges and expenses (including legal fees) incurred during such period in connection with any issuance of Equity Interests or any proposed or actual Permitted Acquisitions, Investments permitted by Section 8.02 , Dispositions permitted by Section 8.04 or Section 8.05 or Involuntary Dispositions, (f) restructuring or reorganization charges, severance costs and losses recognized from the discontinuance of operations for such period; provided that that aggregate amount added back to Consolidated Net Income pursuant to this clause (f) for any four fiscal quarter period shall not exceed $10,000,000 in the aggregate, (g) losses and expenses incurred during such period in connection with claims for which the Borrower reasonably expects to be reimbursed, (h) payments in settlements less collections, losses, fees, costs, charges and expenses (including legal expenses) incurred in connection with any disputes with dissident shareholders (including in connection with any Section 220 demands, proxy fights or consent solicitations), contract disputes, legal settlements, litigation or arbitration for such period; provided that that aggregate amount added back to Consolidated Net Income pursuant to this clause (h) for any four fiscal quarter period shall not exceed $6,000,000 in the aggregate, (i) earnings impact, both positive and negative of subsequent measurement of acquisition contingencies arising from fair value accounting of such contingencies for such period, (j) any non-cash stock based compensation expenses incurred during such period, (k) debt negotiation costs and subsequent audit and legal expenses if required by holders of any Indebtedness permitted hereunder for such period, (l) restructuring, integration or similar charges incurred outside the ordinary course of business in connection with any Permitted Acquisition involving consideration in excess of $20,000,000 individually in an aggregate amount of up to 10% of the total consideration paid by the Borrower and the Subsidiaries, (m) all payments made under any Permitted Bond Hedge Transaction to the extent permitted pursuant to this Agreement and (n) all other non-cash charges (including non-cash impairment charges), expenses (including non-cash option expenses) and other items reducing such Consolidated Net Income (but excluding those expenses, charges and losses related to accounts receivable) which do not represent a cash item in such period or any future period; and

(ii) decreased (without duplication) by the following (in each case to the extent included in calculating Consolidated Net Income for such period): (a) litigation awards for such period, (b) all non-cash items increasing Consolidated Net Income, all as determined in accordance with GAAP and (c) all payments received under any Permitted Bond Hedge Transaction to the extent permitted pursuant to this Agreement.

“ Consolidated Fixed Charges ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) Consolidated Scheduled Funded Debt Payments for such period plus (ii) Consolidated Interest Charges paid in cash for such period plus (iii) cash dividends paid pursuant to Section 8.06(k) during such period.

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“ Consolidated Net Income ” means, at any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries for that period, as determined in accordance with GAAP; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period and (b) any income (or loss) for such period of any Person if such Person is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Subsidiary as a dividend or other distribution.

“ Consolidated Net Leverage Ratio ” means, as of any date of determination, the ratio of (a) the remainder of (i) Consolidated Funded Indebtedness as of such date, minus (ii) unrestricted cash and Cash Equivalents of the Loan Parties in excess of $25,000,000 on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date in an amount not exceeding $35,000,000 to (b) Consolidated Adjusted EBITDA for the period of the four fiscal quarters most recently ended.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Loan Party or any Subsidiary (including the Equity Interests of any Subsidiary but excluding any issuance by any Loan Party or any such Subsidiary of its own Equity Interests), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes (other than any issuance of Indebtedness permitted pursuant to Section 8.03 ) or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale, lease, license, transfer or other disposition of inventory or property in the ordinary course of business and the discount or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (b) the sale, lease, license, transfer or other disposition of property (whether tangible or intangible), whether now owned or hereafter acquired, that is surplus, obsolete, worn out or no longer used or useful in the conduct of business of any Loan Party and its Subsidiaries; (c) any sale, lease, license, transfer or other disposition of property to any Loan Party or any Subsidiary; provided, that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 8.02 ; (d) any Involuntary Disposition; (e) transactions otherwise permitted by Section 8.04 ; (f) licenses or sublicenses of IP Rights in the ordinary course of business or that are customarily entered into by companies in the same or similar lines of business; (g) any Investments permitted by Section 8.02 ; (h) leases and subleases entered into in the ordinary course of business; (i) the use or sale of cash or Cash Equivalents; (j) the granting of any Liens permitted under Section 8.01 to the extent constituting a Disposition, (k) the sale, lease, license, transfer or other disposition of property resulting in Net Cash Proceeds of less than $500,000 for any such sale, lease, license, transfer or other disposition, (l) the making of any Restricted Payment permitted under Section 8.06 to the extent constituting a Disposition, (m) Dispositions to the extent that such property is exchanged or traded in for assets (including a combination of assets and Cash Equivalents) used in the business of the Borrower or its Subsidiaries of comparable or greater market value as a whole and (n) any surrender, termination, expiration or waiver of contracts or contract rights, or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business. “ Disposes ” has the meaning correlative thereto.

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“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person with respect to shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided , that “Equity Interests” shall not include Convertible Indebtedness.

“ Excluded Subsidiaries ” means (a) those Subsidiaries of the Borrower listed on Schedule 1.01(a) , (b) any Subsidiary that is not a Wholly Owned Subsidiary, (c) any Subsidiary that is prohibited by applicable Law from guarantying the Obligations, (d) any Captive Insurance Subsidiary, (e) any Foreign Subsidiary and (f) any Immaterial Subsidiary.

“ Funded Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations for borrowed money, whether current or long-term (including the Obligations, any Subordinated Indebtedness and any Convertible Indebtedness) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all purchase money Indebtedness;

(c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by the Borrower or any Subsidiary (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(d) all obligations arising under letters of credit (including standby and commercial letters of credit, but excluding cash collateralized letters of credit), bankers’ acceptances, bank guaranties, surety bonds (other than surety bonds issued for the account of any Loan Party or its Subsidiaries in the ordinary course of business and for the benefit of governmental agencies or any other Persons party to the contracts with any Loan Party or its Subsidiaries) and similar instruments (other than letters of credit issued to support the contractual obligations of the Captive Insurance Subsidiaries, so long as such letters of credit are fully secured by cash of such Captive Insurance Subsidiaries);

(e) all obligations to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business) and any Earn Out Obligations;

(f) the Attributable Indebtedness of Capital Leases, Securitization Transactions and Synthetic Leases;

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(g) all cash obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person at any time prior to the Maturity Date, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h) all Funded Indebtedness of others secured by any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person (including Indebtedness arising under conditional sales or other title retention agreements), whether or not the obligations secured thereby have been assumed, but limited to the lower of (i) the fair market value of such property and (ii) the amount of the indebtedness secured;

(i) all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person; and

(j) to the extent such Funded Indebtedness is expressly made recourse to such Person, all Funded Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer.

For purposes hereof, (i) the amount of any direct obligation arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder and (ii) only the principal amount of Convertible Indebtedness shall be considered Funded Indebtedness.

Notwithstanding the foregoing, the Investor Note shall not be considered Funded Indebtedness for purposes of calculating the Consolidated Leverage Ratio for the first one hundred twenty (120) days following the Matrix Closing Date, subject to extension for up to an additional one hundred eighty (180) days to the extent the Rights Offering Outside Date (as defined in the Investor Note) is extended pursuant to the terms and provisions of the Investor Note.

“ Immaterial Subsidiary ” means any Subsidiary of the Borrower, designated in writing to the Administrative Agent by the Borrower as an “Immaterial Subsidiary,” that, (a) individually, as of the relevant date of determination, has (i) total assets as of such date of less than 2.5% of Consolidated Total Assets as of such date and (ii) total revenues for the four fiscal quarter period most recently ended prior to such date of less than 2.5% of the consolidated total revenues of the Borrower and its Subsidiaries for such period and (b) collectively with all other Immaterial Subsidiaries as of the relevant date of determination, has (i) total assets as of such date of less than 5.0% of Consolidated Total Assets as of such date and (ii) total revenues for the four-fiscal-quarter period most recently ended prior to such date of less than 5.0% of the consolidated total revenues of the Borrower and its Subsidiaries for such period. It is understood and agreed that the Borrower may, from time to time, redesignate any Immaterial Subsidiary as a non-Immaterial Subsidiary to the extent that the requirements set forth in Section 7.12 are satisfied with respect to such Subsidiary at or prior to the date of such redesignation.

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“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all Funded Indebtedness;

(b) the Swap Termination Value of any Swap Contract;

(c) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and

(d) all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

Notwithstanding the foregoing, Permitted Warrant Transactions shall not constitute Indebtedness.

“ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) the Available Aggregate Revolving A Commitments and (b) $40,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving A Commitments and does not include fully drawn and funded Letters of Credit; provided such funded Letters of Credit have been reimbursed in accordance with the terms hereof.

“ Loan Notice ” means a notice of (a) a Borrowing of Revolving A Loans, (b) a Borrowing of Revolving B Loans, (c) a Borrowing of the Term Loans, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurocurrency Rate Loans, in each case delivered pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Net Cash Proceeds ” means the cash proceeds or Cash Equivalents actually received by any Loan Party or any Subsidiary in respect of any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred by any Loan Party in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof, (c) the amount of all required payments owing in respect of any Indebtedness that is secured by the asset subject to such Disposition or Involuntary Disposition or that is otherwise subject to mandatory prepayment as a result of such event (other than Indebtedness under the Loan Documents), (d) the amount of any reasonable reserve established in accordance with GAAP against any obligation to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) or any other liabilities (other than any taxes deducted pursuant to clause (b) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any Guarantor, including, without limitation, pension and other post-employment

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benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be receipt of Net Cash Proceeds of such Disposition occurring on the date of such reduction); it being understood that “Net Cash Proceeds” (x) shall include, without limitation, any cash or Cash Equivalents actually received upon the sale or other disposition of any non-cash consideration received, but only as and when so received, by any Loan Party or any Subsidiary in any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition and (y) shall not include any proceeds received in connection with any Permitted Warrant Transaction.

“ Permitted Acquisitions ” means Investments consisting of an Acquisition by the Borrower and any Subsidiary that is a Loan Party or will become a Loan Party in accordance with Section 7.12 following the consummation of such Acquisition, provided that (i) no Default shall have occurred and be continuing or would result from such Acquisition, (ii) a substantial portion of the property acquired (or a substantial portion of the property of the Person acquired) in such Acquisition is used or useful in the same or a related line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (iii) the Administrative Agent shall have received all items in respect of the Equity Interests or property acquired in such Acquisition required to be delivered by the terms of Section 7.12 and/or Section 7.14 , (iv) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (v) upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b)  and, if such Acquisition is in an amount greater than $20,000,000, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate so demonstrating such compliance on a Pro Forma Basis; provided , that , for purposes of this clause (v), if the Consolidated Net Leverage Ratio is greater than 3.00 to 1.0 on a Pro Forma Basis at such time, such compliance on a Pro Forma Basis shall be determined as if the maximum Consolidated Secured Net Leverage Ratio and the Consolidated Net Leverage Ratio permitted was 0.25 to 1.0 less than the applicable maximum ratio then permitted by Section 8.11 , (vi) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (vii) if such transaction involves the purchase of an interest in a partnership between the Borrower (or a Subsidiary) as a general partner and entities unaffiliated with the Borrower or such Subsidiary as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the Borrower newly formed for the sole purpose of effecting such transaction, and (viii) immediately after giving effect to such Acquisition, there shall be availability under the Aggregate Revolving Commitments plus unrestricted cash of the Loan Parties of at least $25,000,000.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the applicable Loan Party, or any other officer of such Loan Party designated by any such Person in writing to the Administrative Agent from time to time, acting singly, and, solely for purposes of the

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delivery of certificates pursuant to Sections 5.01 or 7.12(b) , the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II , any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement. Notwithstanding the foregoing, Permitted Bond Hedge Transactions and Permitted Warrant Transactions shall not constitute Swap Contracts.

“ Swing Line Loan Notice ” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b) , which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Term Loan ” means the Term A1 Loan and/or the Term A2 Loan, as applicable, as the context may require.

“ Term Loan Commitment ” means the Term A1 Loan Commitment and/or the Term A2 Commitment, as applicable, as the context may require.

“ Threshold Amount ” means $20,000,000.

(ii) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“ Consolidated Excess Cash Flow ” means, for any fiscal year of the Borrower, an amount equal to the sum of (a) Consolidated Adjusted EBITDA for such period minus (b) to the extent the following increase Consolidated Adjusted EBITDA during such period (i) the unfinanced portion of Consolidated Capital Expenditures for such period, (ii)

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Consolidated Interest Charges actually paid in cash by the Borrower and its Subsidiaries during such period, (iii) Consolidated Cash Taxes such period, (iv) Consolidated Scheduled Funded Debt Payments for such period, (v) all cash charges, fees, costs and expenses (including legal fees) paid during such period in connection with (A) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents to which they are or are intended to be a party and (B) future Permitted Refinancing Indebtedness or any proposed or actual issuance or incurrence of any other Indebtedness permitted by Section 8.03 (including for settlement of the Convertible Notes or other Convertible Indebtedness), (vi) cash fees, costs, charges and expenses (including legal fees) paid during such period in connection with any issuance of Equity Interests or any proposed or actual Permitted Acquisitions, Investments permitted by Section 8.02 , Dispositions permitted by Section 8.04 or Section 8.05 or Involuntary Dispositions, (vii) cash restructuring or reorganization charges, severance costs and losses recognized from the discontinuance of operations for such period in an aggregate amount not to exceed $10,000,000 in any four fiscal quarter period, (viii) losses and expenses incurred during such period in connection with claims for which the Borrower reasonably expects to be reimbursed to the extent paid in cash, (ix) cash payments in settlements less collections, losses, fees, costs, charges and expenses (including legal expenses) incurred in connection with any disputes with dissident shareholders (including in connection with any Section 220 demands, proxy fights or consent solicitations), contract disputes, legal settlements, litigation or arbitration for such period in an aggregate amount not to exceed $6,000,000 in any four fiscal quarter period, (x) earnings impact, both positive and negative, of subsequent measurement of acquisition contingencies arising from fair value accounting of such contingencies for such period to the extent paid in cash, (xi) cash debt negotiation costs and subsequent audit and legal expenses if required by holders of any Indebtedness permitted hereunder for such period, (xii) cash restructuring, integration or similar charges incurred outside the ordinary course of business in connection with any Permitted Acquisition involving consideration in excess of $20,000,000 individually in an aggregate amount of up to 10% of the total consideration paid by the Borrower and the Subsidiaries and (xiii) all cash payments made under any Permitted Bond Hedge Transaction to the extent permitted pursuant to this Agreement.

“ Consolidated Total Assets ” means the sum of the total consolidated assets of the Borrower and its Subsidiaries as set forth on the most recent consolidated balance sheet of the Borrower and its Subsidiaries.

“ Convertible Indebtedness ” means unsecured Indebtedness of the Borrower (including Convertible Indebtedness Notes) permitted to be incurred under the terms of this Agreement that is (a) convertible into common stock of the Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Borrower and/or cash (in an amount determined by reference to the price of such common stock); provided that any such Indebtedness issued after the date hereof shall not have a maturity date, and shall not be redeemable in any manner whatsoever, at any time prior to the date that is six months after the Maturity Date.

“ Convertible Indebtedness Notes ” means unsecured notes to be issued by the Borrower pursuant to any Convertible Indebtedness Notes Indenture.

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“ Convertible Indebtedness Notes Documents ” means the Convertible Indebtedness Notes, the Convertible Indebtedness Notes Indenture and all other documents to be executed and delivered in respect of any Convertible Indebtedness Notes and any Convertible Indebtedness Notes Indenture.

“ Convertible Indebtedness Notes Indenture ” means such indenture governing the Convertible Indebtedness Notes to be entered into by and between the Borrower, as issuer, and a notes trustee.

“ Investor ” means, collectively, Coliseum Capital Partners, L.P., Coliseum Capital Partners II, L.P., Blackwell Partners, LLC and Coliseum Capital Co-Invest, L.P.

“ Investor Note ” means that certain unsecured subordinated promissory note dated as of the Matrix Closing Date issued by the Borrower in favor of the Investor, in an aggregate principal amount of $65,500,000 (plus any increase in such principal amount due to the accrual of payment-in-kind interest); provided that such note (i) shall be prepaid with net proceeds of the issuance of common Equity Interest or Preferred Stock of the Borrower or otherwise subordinated to the prior payment and satisfaction of the Obligations in a manner reasonably satisfactory to the Administrative Agent and (ii) shall have terms substantially in the form of Exhibit M attached hereto or otherwise reasonably satisfactory to the Administrative Agent.

“ Investor Note Documents ” means the Investor Note and all other documents to be executed and delivered in respect of the Investor Note.

“ Joint Venture ” means any Person of whom at least 1% but not more than 50% of the shares of its Voting Stock is beneficially owned, directly or indirectly, by any of the Borrower and its Subsidiaries and the management of which is controlled by the Borrower and its Subsidiaries.

“ Matrix Closing Date ” has meaning given to such term in Section 3(B) of the Second Amendment.

“ Notice of Loan Prepayment ” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit K or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“ Permitted Bond Hedge Transaction ” means any call option or capped call option (or substantively equivalent derivative transaction) on common stock of the Borrower purchased by the Borrower in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

“ Permitted Warrant Transaction ” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on common stock of the Borrower sold

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by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction (it being understood, for the avoidance of doubt, that Convertible Indebtedness shall not be a Permitted Warrant Transaction).

“ Preferred Stock ” means (a) Equity Interests of the Borrower with preferential rights of payment of dividends or upon liquidation, dissolution or winding up; provided that such Preferred Stock shall not be redeemable at any time prior to the date that is six months after the Maturity Date (it being understood that any conversion of Preferred Stock into common Equity Interests shall not constitute a redemption) and the other terms of such Preferred Stock are reasonably satisfactory to the Administrative Agent, and (b) the Series A Preferred and the Series A-1 Preferred Stock. The amount of any Preferred Stock outstanding as of any date will be the liquidation value thereof, excluding accrued or accreted dividends, if any.

“ Series A Preferred ” means that certain series A preferred Equity Interest of the Borrower, (a) issued in an aggregate offering price not to exceed the aggregate outstanding principal amount of the Investor Note, plus accrued and unpaid interest on the principal amount, plus reasonable fees and expenses incurred in connection with the repayment of the Investor Note, (b) that is not redeemable at any time prior to the date that is six months after the Maturity Date (it being understood that any conversion of the Series A Preferred into common Equity Interests shall not constitute a redemption) and (c) issued on such other terms as described in the Series A Preferred Documents.

“ Series A Preferred Documents ” means the certificate of designation with terms substantially the same as those set forth in the term sheet attached as Exhibit N hereto or otherwise with terms and provisions reasonably satisfactory to the Administrative Agent, and all other documents to be executed and delivered in respect of such certificate of designation.

“ Series A-1 Preferred Stock ” has the meaning specified in the Series A Preferred Documents.

“ Term A1 Loan ” has the meaning specified in Section 2.01(b) .

“ Term A1 Loan Commitment ” means, as to each Lender, its obligation to make its portion of the Term A1 Loan to the Borrower pursuant to Section 2.01(b) , in the amount, if any, set forth opposite such Lender’s name on Schedule 2.01 under the caption “ Term A1 Loan Commitment ”. The aggregate principal amount of the Term A1 Loan Commitments of all of the Lenders as in effect on the Closing Date is SIXTY MILLION DOLLARS ($60,000,000).

“ Term A1 Note ” has the meaning specified in Section 2.11(a) .

“ Term A2 Loan ” has the meaning specified in Section 2.01(c) .

“ Term A2 Loan Commitment ” means, as to each Lender, its obligation to make its portion of the Term A2 Loan to the Borrower pursuant to Section 2.01(c) , in the amount, if any, set forth opposite such Lender’s name on Schedule 2.01 under the caption “ Term A2 Loan Commitment ”. The aggregate principal amount of the Term A2 Loan Commitments of all of the Lenders as in effect on the Matrix Closing Date is TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000).

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“ Term A2 Note ” has the meaning specified in Section 2.11(a) .

(iii) The following definitions are hereby deleted from Section 1.01 of the Credit Agreement: Assignee Group, Extraordinary Receipts and Term Note.

(b) Section 2.01 .

(i) Subsection (b) is hereby replaced to read as follows:

(b) Term A1 Loan . Subject to the terms and conditions set forth herein, including Section 2.02(f)(ii) , each Lender severally agrees to make its portion of a term loan (the “ Term A1 Loan ”) to the Borrower in Dollars on the Closing Date in an amount not to exceed such Lender’s Term A1 Loan Commitment. Amounts repaid on the Term A1 Loan may not be reborrowed. The Term A1 Loan may consist of Base Rate Loans or Eurocurrency Rate Loans or a combination thereof, as further provided herein.

(ii) The following new subsection (c) is hereby added to Section 2.01 of the Credit Agreement immediately following Section 2.01(b) to read as follows:

(c) Term A2 Loan . Subject to the terms and conditions set forth herein, including Section 2.02(f)(ii) , each Lender severally agrees to make its portion of a term loan (the “ Term A2 Loan ”) to the Borrower in Dollars on the Matrix Closing Date in an amount not to exceed such Lender’s Term A2 Loan Commitment. Amounts repaid on the Term A2 Loan may not be reborrowed. The Term A2 Loan may consist of Base Rate Loans or Eurocurrency Rate Loans or a combination thereof, as further provided herein.

(c) Section 2.02 .

(i) Section 2.02(a) of the Credit Agreement is hereby amended to read as follows:

(a) Each Borrowing of Revolving Loans, each Borrowing of Term Loans, each conversion of Revolving Loans or Term Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent ( provided that a notice of Borrowing with respect to funding of a Permitted Acquisition may state that such notice is conditioned upon the completion of such Permitted Acquisition, in which case, subject to Section 3.05 , such notice of Borrowing may be revoked by the Borrower if the Permitted Acquisition is not consummated at the time specified), which may be given by (A) telephone or (B) a Loan Notice; provided , that , any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 12:00 p.m. (Noon) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, with respect to a Borrowing of Revolving Loans, the remaining available amount of

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the Available Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments, as applicable). Each Borrowing of, conversion to or continuation of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, with respect to a Borrowing of Revolving Loans, the remaining available amount of the Available Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments, as applicable). Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of Revolving A Loans, a Borrowing of Revolving B Loans, a Borrowing of Term Loans, a conversion of Revolving A Loans, Revolving B Loans or Term Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which the existing Term Loans or Revolving Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) if applicable, the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Loans shall be made as, or converted to, Base Rate Loans; provided , however , that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or continuation of Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Other than as specified in Sections 3.02 and 3.03 , no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

(ii) The first paragraph of Section 2.02(f)(ii) of the Credit Agreement is hereby amended to read as follows:

(ii) Increase in Term A1 Loan/Term A2 Loan Commitments . The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Term A1 Loan and/or the Term A2 Loan with additional Term A1 Loan Commitments and/or Term A2 Loan Commitments from any existing Lender or any other Person selected by the Borrower and reasonably acceptable to the Administrative Agent; provided that:

(d) Section 2.04 . Section 2.04(b) of the Credit Agreement is hereby amended to read as follows:

(b) Borrowing Procedures . Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided , that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the

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Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or, if less, the remaining available amount of the Available Aggregate Revolving A Commitments), and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) , or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(e) Section 2.05 .

(i) Section 2.05(a)(i) of the Credit Agreement is hereby amended to read as follows:

(i) Revolving Loans and Term Loan . The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans and/or the Term Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and whether the Loans to be prepaid are the Revolving A Loans, Revolving B Loans and/or the Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that, subject to Section 3.05 , a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required

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pursuant to Section 3.05 . Subject to Section 2.15 , each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each such voluntary prepayment of the Term Loans shall be applied (x) to the Term A1 Loan and the Term A2 Loan on a pro rata basis and (y) to the remaining principal amortization payments of the Term A1 Loan and the Term A2 Loan in direct order of maturity, in each case, unless otherwise directed by Borrower, until the Term A1 Loan and the Term A2 Loan have been paid in full.

(ii) Section 2.05(a)(ii) of the Credit Agreement is hereby amended to read as follows:

(ii) Swing Line Loans . The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied.

(iii) Section 2.05(b)(ii) of the Credit Agreement is hereby amended to read as follows:

(ii) Dispositions and Involuntary Dispositions . If the Borrower or any Guarantor Disposes of any property (excluding Equity Interests of the Borrower) or any Involuntary Disposition of any property of any Loan Party occurs and the sum of (x) the amount of the Net Cash Proceeds of all such Dispositions plus (y) the amount of the Net Cash Proceeds for all Involuntary Dispositions realized exceeds $15,000,000 in the aggregate in any fiscal year, the Borrower shall prepay, on or prior to the date that is five (5) Business Days after the date of realization or receipt of such Net Cash Proceeds, the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, however, that, at the election of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Guarantor may use all or any portion of such Net Cash Proceeds as Investments in (x) any assets that shall be used in the business of the Borrower and its Subsidiaries or (y) Equity Interests of any Person that, upon the acquisition thereof, would become a Subsidiary of the Borrower (to the extent such acquisition is otherwise permitted pursuant to Section 8.02 ), in each case, so long as (A) the Borrower or such Guarantor shall have reinvested or entered into an agreement to reinvest such assets or acquire Equity Interests with such Net Cash Proceeds within 365 days after the receipt of such Net Cash Proceeds and (B) such purchase shall have been consummated within 450 days after the receipt of such Net Cash Proceeds; provided, further, however, that any Net Cash Proceeds not so applied within such 365 or 450 day period, as applicable, shall be promptly applied to the prepayment of the Loans as set forth in clause (v) below.

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(iv) Section 2.05(b) of the Credit Agreement is hereby amended to renumber Section 2.05(b)(iv) as Section 2.05(b)(v) and amend subclause (B) thereof to read as follows:

(B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) , (iii)  and (iv) , first to the Term A1 Loan and Term A2 Loan (on a pro rata basis ratably to the remaining principal amortization payments of the Term A1 Loan and the Term A2 Loan), then (after the Term A1 Loan and the Term A2 Loan have been paid in full) pro rata to the Revolving Loans and Swing Line Loans and then (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the Aggregate Revolving Commitments);

(v) Section 2.05(b) of the Credit Agreement is hereby amended to add a new subsection (iv) to Section 2.05(b) immediately following Section 2.05(b)(iii) read as follows:

(iv) Consolidated Excess Cash Flow . In the event that there shall be Consolidated Excess Cash Flow for any fiscal year (commencing with the fiscal year 2015), within ten (10) Business Days after financial statements have been delivered, or were required to be delivered, pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered, or was required to be delivered, pursuant to Section 7.02(a) , the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to (A) if the Consolidated Net Leverage Ratio is equal to or greater than 3.0 to 1.0, 50% of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements, (B) if the Consolidated Net Leverage Ratio is less than 3.0 to 1.0 but greater than 2.5 to 1.0, 25% of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements or (c) if the Consolidated Net Leverage Ratio is less than 2.5 to 1.0, 0% of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements, in each case, the Consolidated Net Leverage Ratio as determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 7.02(a) for such fiscal year.

(f) Section 2.07 .

(i) Subsection (c) is hereby replaced to read as follows:

(c) Term A1 Loan . The Borrower shall repay to the Administrative Agent for the ratable account of the Term A1 Loan Lenders holding a portion of the Term A1 Loan (i) on the dates set forth below, an aggregate principal amount equal to the percentage set forth below opposite such month of the aggregate gross principal amount of the Term A1 Loan (as such installments may hereafter be adjusted as a result of the application of prepayments made pursuant to Section 2.05 ) and (ii) on the Maturity Date, the aggregate gross principal amount of the Term A1 Loan outstanding on such date, unless accelerated sooner pursuant to Section 9.02 :

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(ii) The following new subsection (d) is hereby added to Section 2.07 of the Credit Agreement immediately following Section 2.07(c) to read as follows:

(d) Term A2 Loan . The Borrower shall repay to the Administrative Agent, for the ratable account of the Term A2 Loan Lenders holding a portion of the Term A2 Loan, the Term A2 Loan outstanding on the Matrix Closing Date (plus the initial amount of any Term A2 Loans funded pursuant to Section 2.02(f)(ii) ) on the earlier of (i) the last day of each fiscal quarter, commencing with the first full quarter ending after the Matrix Closing Date, in an aggregate principal amount equal to (A) for each of the first four quarters ending after the Matrix Closing Date, 1.875% of the Term A2 Loan outstanding on the Matrix Closing Date (plus the initial amount of any Term A2 Loans funded pursuant to Section 2.02(f)(ii) ), (B) for each of the second four quarters ending after the Matrix Closing Date, 2.50% of the Term A2 Loan outstanding on the Matrix Closing Date (plus the initial amount of any Term A2 Loans funded pursuant to Section 2.02(f)(ii) ), (C) for each of the third four quarters ending after the Matrix Closing Date, 3.125% of the Term A2 Loan outstanding on the Matrix Closing Date (plus the initial amount of any Term A2 Loans funded pursuant to Section 2.02(f)(ii) ) and (D) for each of the subsequent fiscal quarters thereafter until the Maturity Date, 3.75% of the Term A2 Loan outstanding on the Matrix Closing Date (plus the initial amount of any Term A2 Loans funded pursuant to Section 2.02(f)(ii) ), in each case, as such installments may hereafter be adjusted as a result of the application of prepayments made pursuant to Section 2.05 and (ii) the Maturity Date. On the Maturity Date, the aggregate gross principal amount of the Term A2 Loan outstanding on such date shall be due and payable, unless accelerated sooner pursuant to Section 9.02 .

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(g) Section 2.08 . Section 2.08(b)(iii) of the Credit Agreement is hereby amended to read as follows:

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that , while any Event of Default pursuant to Sections 9.01(f) or 9.01(g) exists, such obligation to pay interest at the Default Rate shall begin automatically from the occurrence of such default.

(h) Section 2.11 . Section 2.11(a) of the Credit Agreement is hereby amended to read as follows:

(a) The Credit Extensions made by each Lender and amounts of principal and interest payable or paid to such Lender from time to time hereunder shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in accordance with its respective usual practice. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall (i) in the case of Revolving A Loans, be in the form of Exhibit C-1 (a “ Revolving A Note ”), (ii) in the case of Revolving B Loans, be in the form of Exhibit C-2 (a “ Revolving B Note ”), (iii) in the case of Swing Line Loans, be in the form of Exhibit D (a “ Swing Line Note ”), (iv) in the case of the Term A1 Loan, be in the form of Exhibit E (a “ Term A1 Note ”) and (v) in the case of the Term A2 Loan, be in the form of Exhibit L (a “ Term A2 Note ”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(i) Section 5.02 . Section 5.02 of the Credit Agreement is hereby amended to add a sentence to the end of the last paragraph thereof to read as follows:

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the obligation of each Lender to honor a Request for Credit Extension for the Term A2 Loans or for up to $32,000,000 of Revolving Loans for purposes of consummating the Matrix Acquisition, in each case, shall be subject only to the conditions precedent set forth in Section 3(B) of the Second Amendment and no other conditions precedent.

(j) Section 6.28 . Section 6.28 of the Credit Agreement is hereby amended to add a sentence at the end thereof to read as follows:

The Loan Parties and their Subsidiaries have conducted their business in compliance with applicable anti-corruption laws in all material respects and have instituted and maintained policies and procedures designed to maintain compliance with such laws.

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(k) Section 7.02 . Section 7.02(a) of the Credit Agreement is hereby amended to read as follows:

(a) within ninety (90) days after the end of each fiscal year of the Borrower and within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, which certificate shall include information regarding the amount of all Dispositions, Involuntary Dispositions, Debt Issuances and Acquisitions that occurred during the fiscal quarter ending as of the end of such fiscal period;

(l) Section 7.11 . Section 7.11 of the Credit Agreement is hereby amended to read as follows:

7.11 Use of Proceeds .

Use the proceeds of the Credit Extensions (a) to finance a portion of the consideration payable in connection with the Matrix Acquisition (it being understood that no more than $32,000,000 of Revolving Loans may be used to finance the Matrix Acquisition), to repay certain existing indebtedness of Matrix and its subsidiaries and to pay fees and expenses in connection with the Matrix Acquisition and the Second Amendment, (b) to refinance certain existing Indebtedness, (c) to finance working capital, capital expenditures, Permitted Acquisitions and repayment of the Convertible Notes and (d) for other general corporate purposes, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any specific provision in any Loan Document.

(m) Article VIII . The introductory paragraph in Article VIII of the Credit Agreement is hereby amended to read as follows:

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than in respect of unasserted indemnification and expense reimbursement obligations that survive the termination of this Agreement or obligations and liabilities under any Secured Swap Agreement or Secured Treasury Management Agreement, in each case, not yet due and payable), or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly (provided that references herein to “Subsidiaries” shall exclude any Captive Insurance Subsidiary for all Sections under this Article VIII ):

(n) Section 8.01 .

(i) Section 8.01(b) of the Credit Agreement is hereby amended to read as follows:

(b) Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals, replacements, refinancings or extensions thereof, provided that (i) such Liens do not apply to any other property of Borrower or such Subsidiary, (ii) the amount secured or benefited thereby is not increased (except by an amount not greater than accrued and unpaid interest with respect to such original obligations and any reasonable premiums, fees, costs and expenses incurred in connection with such extension, renewal or refinancing), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal, replacement, refinancing or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b) ;

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(ii) Section 8.01(i) of the Credit Agreement is hereby amended to read as follows:

(i) Liens securing Indebtedness permitted under Section 8.03(e) ; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (provided that individual financings of property or equipment provided by one lender may be cross-collateralized to other financings of property or equipment provided by such lender), (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired, constructed or improved on the date of acquisition, construction or improvement plus any fees or expenses directly related thereto and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;

(iii) Section 8.01(l) of the Credit Agreement is hereby amended to read as follows:

(l) (i) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02 and (ii) to the extent constituting a Lien, in the case of any Joint Venture permitted under Section 8.02(s) , any put and call arrangements related to its Equity Interests set forth in organizational documents or any related Joint Venture or similar agreement;

(iv) Section 8.01(r) of the Credit Agreement is hereby amended to read as follows:

(r) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary and any modifications, replacements, renewals or extensions thereof; provided, that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Liens do not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Liens secure only those obligations which they secure on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and any refinancings, extensions, renewals or replacements thereof that do not increase the outstanding principal amount thereof (except by an amount not greater than accrued and unpaid interest with respect to such original obligations and any reasonable premiums, fees, costs and expenses incurred in connection with such extension, renewal or refinancing);

(v) Section 8.01 of the Credit Agreement is hereby amended by (A) deleting the “and” at the end of clause (w) thereof, (B) renumbering clause (x) thereof as clause (y) and (C) inserting a new clause (x) to read as follows:

(x) Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; and

(vi) New Section 8.01(y) of the Credit Agreement is hereby amended to read as follows:

(y) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $3,000,000.

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(o) Section 8.02 .

(i) Section 8.02(b) of the Credit Agreement is hereby amended to read as follows:

(b) Investments existing as of the Closing Date and set forth in Schedule 8.02 (and any modification, replacement, renewal or extension thereof to the extent not involving any new cash Investment);

(ii) Section 8.02(h) of the Credit Agreement is hereby amended to read as follows:

(h) loans and advances to employees, directors and officers of the Loan Parties and Subsidiaries (i) for travel, entertainment, relocation and analogous ordinary business purposes in an aggregate amount not to exceed $1,500,000 at any time outstanding and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower, in an aggregate amount not to exceed $1,500,000 at any time outstanding, in each case determined without regard to any write-downs or write-offs of such advances;

(iii) Section 8.02(i) of the Credit Agreement is hereby amended to read as follows:

(i) Investments in (i) Swap Contracts permitted under Section 8.03(d) and (ii) any Permitted Bond Hedge Transaction.

(iv) Section 8.02 of the Credit Agreement is hereby amended by (A) deleting the “and” at the end of clause (q) thereof, (B) renumbering clause (r) thereof as clause (t) and (C) inserting a new clause (r) and a new clause (s) to read as follows:

(r) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of its Subsidiaries (including in connection with a Permitted Acquisition) and any modification, replacement, renewal or extension thereof to the extent not involving an additional cash Investment so long as such Investments were not made in contemplation of such Person becoming a Subsidiary of the Borrower or of such consolidation or merger;

(s) Investments (which may take the form of asset contributions) in Joint Ventures in an aggregate amount not exceeding $50,000,000 in any fiscal year; provided that, in addition, up to 50% of any unused amount for any fiscal year may be carried over to the next succeeding fiscal year, but not to any subsequent fiscal year, and the permitted amount for each fiscal year shall be used in total with or prior to any amount carried over from the previous fiscal year; and

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(p) Section 8.03 .

(i) Section 8.03(e) of the Credit Agreement is hereby amended to read as follows:

(e) Indebtedness incurred to finance the acquisition, lease or cost of design, construction, expansion, repair, refurbishment, renovation, installment or improvement of any fixed or capital assets (including obligations in respect of Capital Leases) hereafter incurred by the Borrower or any of its Subsidiaries; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $15,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (except by an amount not greater than accrued and unpaid interest with respect to such original obligations and any reasonable premiums, fees, costs and expenses incurred in connection with such refinancing);

(ii) Section 8.03(r) is hereby amended to read as follows:

(r) provided that no Default or Event of Default has occurred and is continuing at the time of incurrence, additional Indebtedness of any Loan Party in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; and

(iii) Section 8.03 of the Credit Agreement is hereby amended by (A) deleting the “and” at the end of clause (r) thereof, (B) renumbering clause (s) thereof as clause (v) and (C) inserting new clauses (s), (t) and (u) to read as follows:

(s) Indebtedness of the Borrower under any Convertible Indebtedness in an aggregate principal amount not to exceed $100,000,000;

(t) Preferred Stock of the Borrower (including the Series A Preferred and the Series A-1 Preferred Stock) in an aggregate liquidation amount not to exceed $100,000,000 (it being understood that such amount shall be increased to $185,000,000 if the Investor Note is refinanced with Preferred Stock within 300 days of the Matrix Closing Date);

(u) unsecured Indebtedness of the Borrower under the Investor Note; and

(iv) New Section 8.03(v) is hereby amended to read as follows:

(v) all Permitted Refinancing Indebtedness in respect of Indebtedness of the types referred to in clauses (b) through (h), clause (o), and clauses (s) through (u) above.

(q) Section 8.04 . Section 8.04 of the Credit Agreement is hereby amended to read as follows:

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Loan Party may merge or consolidate with any other Loan Party, provided that, if such transaction involves the Borrower, the Borrower is the surviving entity, (b) any Subsidiary that is not a Loan Party may merge or consolidate with any Loan Party or with any other Wholly Owned Subsidiary that is not a Loan Party, provided that, if such transaction involves a Loan Party, the surviving Person shall be or become a Loan Party, (c) any Loan Party may merge with any Person that is not a Loan Party or Dispose of all or substantially all of its assets in connection with a Disposition permitted under

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Section 8.05, (d) any Loan Party or any Subsidiary may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower or Guarantor, the Borrower or Guarantor, as applicable, shall be the continuing or surviving entity, (e) any Loan Party may Dispose of all or substantially all of its assets (upon dissolution, liquidation or winding up its affairs or otherwise in accordance with the terms hereof) to the Borrower or to another Loan Party, (f) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (upon dissolution, liquidation or winding up its affairs or otherwise in accordance with the terms hereof) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party, (g) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it pursuant to a Permitted Acquisition and (h) other than with respect to Borrower, any Subsidiary of the Borrower may be liquidated, wound up or dissolved if Borrower determines in good faith that such liquidation, winding up or dissolution is in the best interest of Borrower and is not materially disadvantageous to the Lenders.

(r) Section 8.05 . (i) Section 8.05(b) of the Credit Agreement is hereby amended to read as follows:

(b) other Dispositions so long as (i) no less than 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction, (ii) such transaction does not involve the Disposition of a minority equity interest in any Subsidiary other than to the Borrower or any other Subsidiary, or in the case of any such Disposition by a Loan Party, other than to another Loan Party, (iii) such transaction does not involve a Disposition of receivables other than receivables owned by or attributable to other property concurrently being Disposed of in a transaction otherwise permitted under this Section 8.05, and (iv) the aggregate net book value of all of the assets Disposed of by the Borrower and its Subsidiaries in all such transactions occurring during any fiscal year shall not exceed $35,000,000; provided that, in addition, unused amounts for any fiscal year may be carried over to the next succeeding fiscal year, but not to any subsequent fiscal year, and the permitted amount for each fiscal year shall be used in total with or prior to any amount carried over from the previous fiscal year.

(ii) Section 8.05 shall be amended to add the following paragraph at the end of such section:

For purposes of Section 8.05(b)(i) , each of the following shall be deemed to be “cash”: (a) any liabilities, as shown on the Borrower’s most recent consolidated balance sheet or notes thereto, of the Borrower or any Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation, assignment and assumption or indemnity agreement that releases the Borrower or such Subsidiary from or indemnifies against further liability with respect thereto; (b) any securities, notes or other obligations received (or to be received) by the Borrower or such Subsidiary from such transferee that are, within 180 days, converted by the Borrower or such Subsidiary into cash, to the extent of the cash received in that conversion; (c) to the extent permitted under this Agreement, consideration consisting of Indebtedness of the Borrower or such Subsidiary that is not subordinated Indebtedness; and (d) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent, in the case of both clauses (c) and (d), that the Borrower and each other Subsidiary are released from any payment obligations with respect to such Indebtedness or any Guarantee of payment of such Indebtedness in connection with such Disposition.

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(s) Section 8.06 .

(i) Section 8.06(c) of the Credit Agreement is hereby amended to read as follows:

(c) the Borrower and each Subsidiary may make Restricted Payments not exceeding $2,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements, incentive plans or other benefit plans approved by the Borrower’s board of directors for management, directors, former directors, employees and former employees of the Borrower and its Subsidiaries; provided , that, in addition, unused amounts for any fiscal year may be carried over to the next succeeding fiscal year, but not to any subsequent year, and the permitted amount for each fiscal year shall be used in total with or prior to any amount carried over from the previous fiscal year;

(ii) Section 8.06(d) of the Credit Agreement is hereby amended to read as follows:

(d) the Borrower may redeem, repurchase or otherwise acquire its Equity Interests from (i) retired or terminated employees or officers or employees, officers or directors of the Borrower or its Subsidiaries pursuant to employment agreements entered into in the ordinary course of business or (ii) holders of restricted Equity Interests to the extent representing withholding tax obligations provided that purchases described in this clause (ii) shall not exceed $2,000,000 in any fiscal year; provided that, in addition, unused amounts for any fiscal year may be carried over to the next succeeding fiscal year, but not to any subsequent year, and the permitted amount for each fiscal year shall be used in total with or prior to any amount carried over from the previous fiscal year, in each case, provided no Default or Event of Default shall have occurred and remains outstanding on the date on which such payment occurs or would occur as a result thereof;

(iii) Section 8.06(e) of the Credit Agreement is hereby amended to read as follows:

(e) so long as (i) no Default or Event of Default shall have occurred and be continuing before or after giving effect thereto and (ii) the Borrower is in compliance with the financial covenants set forth in Section 8.11 (calculated on a Pro Forma Basis after giving effect thereto), the Borrower may make any additional Restricted Payments not otherwise permitted by this Section 8.06 in an aggregate amount not to exceed in any fiscal year the sum of (x) $20,000,000 (the “ Annual RP Amount ”) plus (y) 50% of the unused portion of the Annual RP Amount from the preceding fiscal year; provided , that Restricted Payments made pursuant to this Section 8.06(e) during any fiscal year shall be deemed made, first, in respect of the Annual RP Amount permitted for such fiscal year as provided above and, second in respect amounts carried over from the prior fiscal year pursuant to clause (y) above;

(iv) Section 8.06 of the Credit Agreement is hereby amended by (A) deleting the “and” at the end of clause (d) thereof and (B) inserting new clauses (f) through (k) to read as follows:

(f) cashless repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

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(g) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for or by reference to Equity Interests of Borrower or any direct or indirect parent company of Borrower;

(h) in accordance with the Matrix Acquisition Agreement and/or escrow agreement contemplated by the Matrix Acquisition Agreement, the Borrower may, and may cause each Subsidiary to, (i) receive Equity Interests of the Borrower released from the related escrow account or directly from the holders of such Equity Interest, and (ii) make payments to the management, employees and former employees of the Borrower or any Subsidiary in the amounts provided under the CCHN Group Holdings, Inc. 2014 Cash Bonus Plan established in connection with the execution of the Matrix Acquisition Agreement;

(i) (i) any payments in connection with a Permitted Bond Hedge Transaction and (ii) the exercise, settlement, unwinding or termination of any related Permitted Warrant Transaction by (A) delivery of shares of common stock of the Borrower upon settlement thereof, (B) (I) set-off against the related Permitted Bond Hedge Transaction or (II) payment of an early termination amount thereof in common stock upon any early termination thereof or (C) a cash payment not to exceed the amount received upon any exercise, settlement, unwinding or termination of a related Permitted Bond Hedge Transaction;

(j) so long as no Default or Event of Default shall have occurred and be continuing before or after giving effect thereto, the Borrower may make regularly scheduled payments of interest in cash on Convertible Indebtedness; and

(k) the Borrower may pay cash dividends on the Series A Preferred in an amount not to exceed a rate of 5.5% per annum and PIK Dividends (as defined in the Series A Preferred Documents) in an amount not to exceed a rate of 8.5%; provided that the Borrower may pay cash dividends on the Series A Preferred (or any Series A-1 Preferred Stock that may be exchanged for, or converted from, outstanding Series A Preferred) in an amount not to exceed a rate of 10.5% per annum and PIK Dividends in an amount not to exceed a rate of 13.5% per annum with respect to Series A Preferred (or Series A-1 Preferred Stock) held by the Investor or its affiliates in the event shareholder approval of a “change of control” (under NASDAQ listing rules) in relation to the Investor is not obtained; provided , further , that no cash dividends shall be permitted to be paid under this Section 8.06(k) if a Default or Event of Default shall have occurred and be continuing before or after giving effect to such payment.

(t) Section 8.08 . Section 8.08 of the Credit Agreement is hereby amended to read as follows:

Section 8.08 Transactions with Affiliates and Insiders .

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02 , Section 8.03 , Section 8.04, Section 8.05 or Section 8.06 , (d) payment of customary directors’ fees, reasonable out-of-pocket

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expense reimbursement, indemnities (including the provision of directors and officers insurance) and compensation arrangements for members of the board of directors, officers or other employees of the Borrower and its Subsidiaries, (e) transactions between or among the Borrower and its Subsidiaries or between or among Subsidiaries permitted hereunder, (f) issuances of Equity Interests to Affiliates and the registration rights and payments associated therewith permitted hereunder, (g) transactions contemplated by the Investor Note Documents, (h) transactions contemplated by the Series A Preferred Documents, (i) transactions contemplated under any other agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t) , (j) except as otherwise specifically limited in this Agreement, other transactions which are entered into on terms and conditions that are not less favorable to such Person as would be obtainable by it at the time in a comparable arms-length transaction with a Person other than an officer, director or Affiliate and (k) to the extent otherwise permitted hereunder, satisfaction and payment of the Earn Out Obligations described in the Ingeus Purchase Agreement, the UK Share Sale Agreement (as defined in the Ingeus Purchase Agreement) and any related transaction agreements.

(u) Section 8.09 . Section 8.09 of the Credit Agreement is hereby amended to read as follows:

8.09 Burdensome Agreements .

(a) Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party or (v) act as a Loan Party pursuant to the Loan Documents (to the extent required by the Loan Documents) or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(iv) above) for (1) this Agreement and the other Loan Documents, (2) the Convertible Notes Documents, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (4) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (5) customary restrictions and conditions contained in any agreement relating to the sale of any property not prohibited hereunder pending the consummation of such sale, (6) any Subordinated Indebtedness Documents, (7) any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any amendments, modifications, extensions or renewals thereof), (8) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof, (9) agreements governing Permitted Refinancing Indebtedness; provided that restrictions in such agreements are not materially more restrictive, taken as a whole, than those contained in the Indebtedness being refinanced, (10) the Convertible Indebtedness Notes Documents, (11) the Series A Preferred Documents, (12) any other agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t) and (13) the Investor Note Documents.

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(b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the grant or existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations (to the extent required by the Loan Documents), whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except, in each case, (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) , provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property not prohibited hereunder, pending the consummation of such sale, (iv) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof, (v) the Convertible Notes Documents, (vi) any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any amendments, modifications, extensions or renewals thereof), (vii) specific property to be sold pursuant to an executed agreement with respect to a permitted Disposition or other sale or disposition permitted by Section 8.05 , (viii) agreements governing Permitted Refinancing Indebtedness; provided that restrictions in such agreements are not materially more restrictive, taken as a whole, than those contained in the Indebtedness being refinanced, (ix) the Convertible Indebtedness Notes Documents and (x) the Investor Note Documents.

(v) Section 8.11 . Section 8.11 of the Credit Agreement is hereby amended to read as follows:

8.11 Financial Covenants .

(a) Consolidated Net Leverage Ratio . Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than the ratio set forth below opposite such fiscal quarter:

(b) Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 1.20 to 1.0.

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(w) Section 8.12 . Section 8.12 of the Credit Agreement is hereby amended to read as follows:

8.12 Prepayment of Other Indebtedness, etc .

(a) Repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents or as permitted in paragraphs (b) and (c) below); provided that so long as no Event of Default exists or would result therefrom, any Loan Party or any Subsidiary may prepay Indebtedness (other than Subordinated Indebtedness and the Investor Note) (i) with the proceeds of any Equity Issuance or (ii) if the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to all such transactions, is less than 2.50 to 1.0.

(b) Repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, the Investor Note (other than the prepayment of the Investor Note in connection with the issuance by the Borrower of (i) common Equity Interests or (ii) Preferred Stock pursuant to the Series A Preferred Documents).

(c) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness of any Loan Party or any Subsidiary other than:

(i) Permitted Refinancing Indebtedness permitted by Section 8.03 ;

(ii) intercompany Indebtedness permitted by Section 8.03(c) (other than intercompany Indebtedness owing from a Loan Party to a non-Loan Party); and

(iii) Indebtedness under the Investor Note with the issuance by the Borrower of (x) common Equity Interests or (y) Preferred Stock pursuant to the Series A Preferred Documents.

(d) Amend, modify or change any of the terms of the Convertible Notes, any Series A Preferred Documents, the Convertible Notes Indenture, the Investor Note, any Investor Note Documents, any agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t) , any Subordinated Indebtedness Documents or any Subordinated Indebtedness if such amendment, modification or change would add, modify or change any terms in a manner materially adverse to the interests of the Loan Parties or Lenders.

Notwithstanding the foregoing, it is understood that the prepayment of Indebtedness five (5) Business Days prior to the maturity date of such Indebtedness in connection with an otherwise permitted refinancing of such Indebtedness shall be permitted.

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(x) Section 8.14 . Section 8.14 of the Credit Agreement is hereby amended to read as follows:

8.14 Excluded Subsidiaries .

Permit at any time the aggregate revenues of all Excluded Subsidiaries (other than the Foreign Subsidiaries) for any fiscal quarter of the Loan Parties and their Subsidiaries to exceed 10% of the consolidated revenues of the Loan Parties and their Subsidiaries for such fiscal quarter.

(y) A new Section 8.17 is hereby added to the Credit Agreement to read as follows:

8.17 Anti-Corruption Laws . Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would be in violation of the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other similar legislation in other jurisdictions.

(z) Section 9.01 .

(i) Section 9.01(e) of the Credit Agreement is hereby amended to read as follows:

(e) Cross-Default . (i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount and such failure shall have continued after the applicable grace period, if any, or (B) fails (beyond the applicable cure period) to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than any event or condition (x) causing or permitting the holders of any Convertible Indebtedness, to be converted into or by reference to the common stock of the Borrower (and cash in lieu of fractional shares) or (y) requiring an offer to prepay or redeem any Convertible Indebtedness or requiring Convertible Indebtedness to be redeemed or prepaid to the extent such prepayment or redemption is permitted under this Agreement), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided, that this clause (e) shall not apply to secured Indebtedness that becomes due solely as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness as long as such Indebtedness is repaid at or prior to the time it becomes due as a result of such transaction; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

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(ii) Section 9.01(h) of the Credit Agreement is hereby amended to read as follows:

(h) Judgments . There is entered against any Loan Party or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order and have not been stayed, or (B) there is a period of sixty consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(iii) Section 9.01 of the Credit Agreement is hereby amended by (A) renumbering clause (m) thereof as clause (n) and (B) inserting a new clause (m) to read as follows:

(m) Cross-Default to Investor Note . (i) There shall occur an “Event of Default” (or any comparable term) under, and as defined in, the Investor Note, (ii) any of the Obligations for any reason shall cease to be “Senior Debt” (or any comparable term) under, and as defined in, the Investor Note, or (iii) except in accordance with the terms thereof, the subordination provisions of the Investor Note shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the Investor Note; or

(aa) Section 10.10 . Section 10.10 of the Credit Agreement is hereby amended by (A) deleting the “and” at the end of clause (c) thereof, (B) renumbering clause (d) thereof as clause (e) and (C) inserting a new clause (d) to read as follows:

(d) Any Guarantor shall be automatically released from its obligations under the Guaranty and this Agreement if such Person becomes an Excluded Subsidiary or an Immaterial Subsidiary as permitted hereunder; and

(bb) Section 11.02 . Section 11.02(e) of the Credit Agreement is hereby amended to read as follows:

(e) Reliance by Administrative Agent, L/C Issuer and Lenders . The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications, Notice of Loan Prepayment and Swing Line Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party; provided that such indemnity shall not be available to such Person to the extent such losses, cost, expense or liability results from the gross negligence, willful misconduct or bad faith of such Person or any of its directors, officers or employees as determined by the final, non-appealable judgment of a court of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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(cc) Section 11.04 . Clause (i) of Section 11.04(a) of the Credit Agreement is hereby amended to read as follows:

(i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, MLPF&S, STRH and RBCCM (including the reasonable and documented fees, charges and disbursements of one counsel and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent (and, in the case of an actual or potential conflict of interest, one additional counsel for each affected group of similarly situated persons in each applicable jurisdiction)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and, with respect to the Administrative Agent, the administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),

(dd) Section 11.16 . Section 11.16 of the Credit Agreement is hereby amended to read as follows:

11.16 Electronic Execution of Assignments and Certain Other Documents .

The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided , further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

(ee) Section 11.18 . Section 11.18 of the Credit Agreement is hereby amended to read as follows:

11.18 No Advisory or Fiduciary Relationship .

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, MLPF&S, STRH and RBCCM are

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arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, MLPF&S, STRH and RBCCM, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, MLPF&S, STRH and RBCCM each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of its Affiliates and (ii) neither the Administrative Agent, MLPF&S, STRH nor RBCCM has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, MLPF&S, STRH and RBCCM and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, MLPF&S, STRH nor RBCCM has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent, MLPF&S, STRH or RBCCM with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

(ff) A new Section 11.20 is hereby added to the Credit Agreement to read as follows:

11.20 Appointment of Borrower .

Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

(gg) Exhibit E is hereby replaced with the form of Exhibit E attached hereto.

(hh) A new Exhibit K is hereby added to the Credit Agreement in the form of Exhibit K attached hereto.

(ii) A new Exhibit L is hereby added to the Credit Agreement in the form of Exhibit L attached hereto.

(jj) A new Exhibit M is hereby added to the Credit Agreement in the form of Exhibit M attached hereto.

(kk) A new Exhibit N is hereby added to the Credit Agreement in the form of Exhibit N attached hereto.

(ll) Schedule 2.01 of the Credit Agreement is hereby amended to read as set forth in Schedule 2.01 attached hereto.

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3. Conditions Precedent . (A) This Agreement (other than the amendments set forth in Section 2(B)) shall be effective (the date of such effectiveness, the “ Second Amendment Effective Date ”) upon (i) execution and delivery of counterparts hereof by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent and (ii) the Borrower having paid, or causing to be paid, to the Administrative Agent for the account of each Lender that consents to this Agreement by execution and delivery of counterparts hereof, an amendment consent fee of 0.125% of the aggregate principal amount of such Lender’s Revolving Commitment and Term Loans (as defined in the Credit Agreement before giving effect to this Agreement). As of the Second Amendment Effective Date, each Lender increasing its Commitment and each New Lender shall have executed and delivered counterparts of this Agreement; provided , that it is understood and agreed that the execution and delivery of counterparts of this Agreement by each Lender increasing its Commitment and each New Lender shall not be a condition precedent to effectiveness of the amendments contained in Section 2(A).

(B) The amendments contained in Section 2(B) hereof shall be effective upon (i) the conditions set forth in Section 3(A) being satisfied and (ii) the conditions set forth below being satisfied (or waived) (the date of such effectiveness, the “ Matrix Closing Date ”; provided , that the Matrix Closing Date shall not occur after February 11, 2015):

(a) Term A1 and A2 Notes . Receipt by the Administrative Agent of Term A1 Notes and Term A2 Notes executed by the Borrower in favor each Lender requesting a Term A1 Note or a Term A2 Note at least 1 Business Day prior to the Matrix Closing Date.

(b) Opinion of Counsel . Receipt by the Administrative Agent of a favorable opinion of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Matrix Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent.

(c) Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following in form and substance reasonably satisfactory to the Administrative Agent:

(i) certifications that the Organization Documents of each Loan Party delivered on the Closing Date have not been amended, supplemented or otherwise modified and remain in full force and effect as of the Matrix Closing Date or, if such Organization Documents have changed, attaching copies thereof;

(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

(iii) good standing or similar certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, is validly existing and in good standing in its state of organization or formation (to the extent the concept of good standing is applicable to such Loan Party under the laws of such jurisdiction), in each case dated as of a recent date before the Matrix Closing Date.

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(d) Perfection and Priority of Liens . Receipt by the Administrative Agent of the following:

(i) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party or as reasonably requested by the Administrative Agent, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;

(ii) UCC financing statements in form appropriate for filing for each jurisdiction that the Administrative Agent deems reasonably necessary to perfect the Administrative Agent’s security interest in the Collateral described in the Security Agreement and in the Pledge Agreement that can be perfected by filing a UCC financing statement; and

(iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers or instruments of transfer attached thereto;

provided , that , it is understood that (i) other than with respect to any Collateral consisting of assets of the Borrower, Matrix or their respective Subsidiaries which are required to become Guarantors for which a security interest can be perfected by filing a Uniform Commercial Code financing statement (the “ UCC Filing Collateral ”) and Collateral consisting of stock certificates representing Equity Interests of the Borrower’s Domestic Subsidiaries after giving effect to the Matrix Acquisition and the transactions contemplated by the Amended Credit Agreement (in each case to the extent certificated) required to be delivered as Collateral pursuant to the Loan Documents (the “ Possessory Collateral ”), to the extent any Collateral of any of the Borrower, Matrix or any of their respective Subsidiaries that is a Borrower or a Guarantor cannot be delivered, or a security interest therein cannot be perfected, on the Matrix Closing Date after the Borrower using commercially reasonable efforts to do so and without undue burden or expense, the delivery of, or perfection of a security interest in, such Collateral shall not constitute a condition precedent to the availability of the Loans on the Matrix Closing Date, but such Collateral shall instead be required to be delivered, or a security interest therein perfected, after the Matrix Closing Date (and in any event, no later than ninety (90) days after the Matrix Closing Date (as extended by the Administrative Agent in its reasonable discretion) pursuant to arrangements to be mutually agreed by the parties hereto, (ii) with respect to perfection of security interests in the UCC Filing Collateral, the Borrower’s sole obligation on the Matrix Closing Date shall be to deliver, or cause to be delivered, necessary Uniform Commercial Code financing statements with respect to the Borrower, Matrix and their respective Subsidiaries that are required to become a Borrower or a Guarantor and (iii) with respect to perfection of security interests in the Possessory Collateral, the Borrower’s sole obligation on the Matrix Closing Date shall be to deliver to the Administrative Agent the Possessory Collateral together with undated powers executed in blank.

(e) Target Representations and Warranties . The representations and warranties made by or on behalf of Matrix and its Subsidiaries in the Matrix Acquisition Agreement as are material to the interests of the Lenders shall be true and correct in all material respects as of the Matrix Closing Date, but only to the extent that the Borrower or any of its Affiliates has the right to terminate its obligations under the Matrix Acquisition Agreement or to decline to consummate the Matrix Acquisition pursuant to the Matrix Acquisition Agreement (in each case in accordance with the terms of the Matrix Acquisition Agreement) as a result of a breach of such representations and warranties in the Matrix Acquisition Agreement.

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(f) Specified Representations and Warranties . Each of the representations and warranties set forth in the following Sections of the Credit Agreement shall be true and correct in all material respects at the time of and after giving effect to the Credit Extensions on the Matrix Closing Date: Sections 6.01 (only with respect to subclauses (a) and (b)(ii) thereof and with respect to subclause (b)(ii) exclusive of requisite governmental licenses, authorizations, consents and approvals), 6.02 (exclusive of subclauses (b) and (d) thereof), 6.04, 6.07(b) (only with respect to Events of Default pursuant to Section 9.01(f) and (g)) 6.14, 6.18, 6.19 (subject to the proviso in Section 3(d) of this Agreement), 6.27 and 6.28.

(g) Matrix Acquisition . The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Matrix Acquisition Agreement as originally executed and delivered, together with any amendments or supplements thereto. The Matrix Acquisition Agreement shall not have been amended, waived or otherwise modified, and no consent thereunder shall have been given, in each case that is materially adverse to the Lenders, MLPF&S, STRH or RBCCM, unless consented to by MLPF&S, STRH or RBCCM (not to be unreasonably withheld, delayed or conditioned); provided , that (i) any increase in the purchase price shall not be deemed to be materially adverse to the Lenders or MLPF&S, STRH and RBCCM if it is solely funded by cash or Equity Interests of the Borrower (and not, for the avoidance of doubt, from the proceeds of Indebtedness), and (ii) any decrease in the purchase price of less than ten percent (10%) shall not be deemed materially adverse to the Lenders or MLPF&S, STRH and RBCCM provided that such reduction of the purchase price is allocated to a reduction in the amounts of the Term A2 Loan to be funded. The Matrix Acquisition shall have been, or concurrently with the Credit Extension pursuant to the Amended Credit Agreement shall be, consummated in accordance with the terms of the Matrix Acquisition Agreement.

(h) Target Material Adverse Effect . Except as provided in the disclosure schedules to the Matrix Acquisition Agreement, since December 31, 2013, no event or events shall have occurred which, individually or in the aggregate, constitutes a Target Material Adverse Effect. “ Target Material Adverse Effect ” means any event, circumstance, change, state of facts or development that, individually or in the aggregate, has had or is reasonably likely to have a material adverse effect on, or material adverse change in, the business, financial condition or results of operations of the Acquired Companies (as defined in the Matrix Acquisition Agreement), taken as a whole; provided , however , that any such change or effect caused by or resulting from any of the following shall not be considered, and shall not be taken into account in determining the existence of, a “Target Material Adverse Effect”: (i) the announcement, pendency or consummation of the Contemplated Transactions (as defined in the Matrix Acquisition Agreement), or the execution or delivery of the Matrix Acquisition Agreement or the performance of obligations hereunder, including the impact of any of the foregoing on relationships with customers, suppliers or Service Providers (as defined in the Matrix Acquisition Agreement), (ii) conditions affecting the global economy or financial markets as a whole, or generally affecting the industries in which the Acquired Companies conduct their business, (iii) any change after the date hereof in any applicable Legal Requirements (as defined in the Matrix Acquisition Agreement) or in GAAP or any interpretation thereof, (iv) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism, (v) earthquakes, hurricanes, floods or other natural disasters, (vi) the failure by the Acquired Companies to meet any revenue or earnings projections, forecasts or predictions, (vii) any action required by the Matrix Acquisition Agreement, or (viii) any action taken by, or with the consent of the Borrower or any of its Affiliates and MLPF&S, STRH and RBCCM with respect to the Contemplated Transactions or with respect to the Acquired Companies; provided , that (A) the matters described in clauses (ii), (iii), (iv), and (v) shall be included and taken into account in the term “Target Material Adverse Effect” to the extent any such matter has a materially disproportionate adverse impact on the business, financial condition or results of operations of the Acquired Companies, taken as a whole, relative to other participants in the industries in which they operate and (B) clause (vi) will not prevent a determination that any change or effect underlying any such failure to meet revenue or earnings projections, forecasts or predictions has resulted in a Target Material Adverse Effect, but only to the extent such underlying change or effect is not otherwise excluded from this definition of Target Material Adverse Effect.

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(i) Investor Note . The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Investor Note Documents as originally executed and delivered, together with any amendments or supplements thereto.

(j) Solvency Certificate . The Administrative Agent shall have received a Solvency Certificate in the form of Exhibit A hereto.

(k) Existing Indebtedness . The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all Indebtedness to be repaid on the Matrix Closing Date outstanding under the Credit Agreement dated as of October 29, 2013 by and among Community Care Health Network, Inc., as borrower, CCHN Holdings, Inc., the other loan parties thereto, the lenders party thereto, General Electric Capital Corporation, as administrative agent and collateral agent and others (the “ Existing Credit Agreement ”) and the discharge (or making of arrangements for discharge) of all Liens under the Existing Credit Agreement other than Permitted Liens.

(l) Loan Notice . The Administrative Agent shall have received a Loan Notice duly completed by a Responsible Officer of the Borrower; provided that any request for a Borrowing of Revolving Loans for purposes of consummating the Matrix Acquisition shall not be for an amount exceeding $32,000,000.

(m) KYC Information . At least five (5) Business Days prior to the Matrix Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties, Matrix and their respective Subsidiaries that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) as has been reasonably requested by the Administrative Agent or the Lenders at least ten (10) Business Days prior to the Matrix Closing Date.

(n) Fees . Payment by the Loan Parties to the Administrative Agent of (i) a fee for the account of the Term A2 Loan Lenders in an amount equal to 0.25% of the total amount of the Term A2 Loan funded by such Lender on the Matrix Closing Date and (ii) all fees owed by the Borrower to the Administrative Agent and/or MLFP&S to the extent invoiced by the Administrative Agent and/or MLPF&S.

(o) Legal Fees . Payment by the Loan Parties of the reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent, including without limitation, the reasonable and invoiced fees and expenses of Moore & Van Allen, PLLC.

4. New Lenders .

(a) On the Matrix Closing Date, each of Capital One, National Association, Citizens Bank, N.A., Royal Bank of Canada and GE Capital Bank (each, a “ New Lender ” and collectively, the “ New Lenders ”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender shall be as set forth therein.

(b) Each New Lender (x) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements

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to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Matrix Closing Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (y) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c) The Borrower agrees that, as of the Matrix Closing Date, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.

(d) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 11.02 of the Credit Agreement are as set forth in each New Lender’s Administrative Questionnaire delivered by each New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by each New Lender in a notice to the Administrative Agent.

(e) The Lenders’ Commitments and Loans under the Credit Agreement are hereby assigned and reallocated on the Matrix Closing Date among the Lenders, including each New Lender, without recourse, representation or warranty, such that each of the Lenders, including each New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and reallocations of Loans and Commitments pursuant to this Section 4 shall be deemed to be assignments made subject to and in compliance with Section 11.06 of the Credit Agreement (including, without limitation, the “Standard Terms and Conditions” applicable to Assignments and Assumptions).

(f) For the avoidance of doubt, it is hereby understood and agreed that unless and until the occurrence of the Matrix Closing Date, the New Lenders shall not become “Lenders” under the Credit Agreement.

5. Miscellaneous .

(a) The Credit Agreement and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.

(b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.

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(c) The Borrower and the Guarantors hereby represent and warrant as follows:

(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(ii) This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

(iii) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement other than (A) those approvals, consents, exemptions, authorizations, or other actions, notices, or filings, that have already been obtained, taken, given or made and are in full force and effect, (B) filings and recordings necessary to perfect and continue the Liens on the Collateral created by the Collateral Documents and (C) recording of the transfer of registrations and applications for IP Rights upon foreclosure.

(d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(e) Solely for purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the effective date of the Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the obligations of the Borrower set forth in the Credit Agreement, as modified by this Agreement, as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(f) This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

(g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(h) EACH PARTY HERETO AGREES AS SET FORTH IN SECTION 11.15 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE PROVIDENCE SERVICE CORPORATION

SECOND AMENDMENT TO AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT AND CONSENT

Exhibit 10.2

THE SECURITY REPRESENTED BY THIS UNSECURED SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS UNLESS PRIOR TO SUCH SALE, TRANSFER, PLEDGE OR DISPOSITION, MAKER IS FURNISHED WITH AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO MAKER, THAT THE PROPOSED SALE, TRANSFER, PLEDGE, OR DISPOSITION WILL BE EXEMPT FROM SUCH REGISTRATION.

THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN SENIOR INDEBTEDNESS (DEFINED BELOW) TO THE EXTENT AND ON THE TERMS SET FORTH HEREIN. REFERENCE IS MADE TO SECTION 6 BELOW AND EXHIBIT “A” FOR MORE DETAIL AS TO THE SUBORDINATION.

UNSECURED SUBORDINATED NOTE

FOR VALUE RECEIVED, THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (“ Maker ”), promises to pay to the order of those entities listed in Annex A hereto (each, a “ Payee ”, and collectively, the “ Payees ”), the principal sums of set forth next to the name of each Payee as set forth on Annex A hereto (with the aggregate principal amount payable to all Payees being Sixty-Five Million Five Hundred Thousand Dollars ($65,500,000.00)) with interest, on the terms and conditions described below. The actual amount due and owing from time to time hereunder shall be evidenced by each Payee’s records, which shall be prima facie evidence of the unpaid balance thereof.

1. Definitions . As used in this Note, all capitalized terms that are not defined in this Section 1 or directly within the body of this Note shall have the respective meaning set forth in the Credit Agreement.

(a) “ Commission ” shall mean the Securities and Exchange Commission.

(b) “ Credit Agreement ” means that certain Amended and Restated Credit and Guaranty Agreement dated August 2, 2013, as amended by the first amendment dated as of May 28, 2014 and the second amendment dated as of October 23, 2014, by and among the Maker, as borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.

(c) “ Default Rate ” shall have the meaning given such term in Section 4(a).

(d) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(e) “ GAAP ” shall mean generally accepted accounting principles.

(f) “ Interest Period ” shall have the meaning given such term in Section 2(a) hereof.

(g) “ Issuance Date ” shall mean the issuance date of this Note.

(h) “ Maker ” shall have the meaning given such term in the introductory paragraph hereto.

(i) “ Maturity Date ” shall have the meaning given such term in Section 3(a) hereof.

(j) “ Note ” shall mean this Unsecured Subordinated Note, as the same may be amended or modified from time to time.

(k) “ Payee ” and “ Payees ” shall have the meaning given such terms in the introductory paragraph hereto, and shall include each Payee’s successors and assigns.

(l) “ PIK Interest ” shall have the meaning given such term in Section 2(a) hereof.

(m) “ Rights Offering ” shall have the meaning given such term in the Standby Purchase Agreement.

(n) “ Rights Offering Outside Date ” shall mean the One Hundred Twentieth (120th)-day anniversary of the Issuance Date, as such date may be extended by the Maker, but in no event for more than an additional aggregate of one hundred eighty (180) days, if (i) the Commission issues a stop order suspending the effectiveness of any registration statement relating to the Rights Offering or the initiation of proceedings with respect to such a registration statement under Section 8(d) or 8(e) of the Securities Act, (ii) the Board determines, in its good faith judgment, that the Rights Offering should not be undertaken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Maker or any of its Subsidiaries or (iii) the Maker possesses material non-public information the disclosure of which the Board determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Maker and its Subsidiaries.

(o) “ Securities Act ” shall mean the Securities Act of 1933, as amended.

(p) “ Standby Purchase Agreement ” shall mean that certain Standby Purchase Agreement, dated as of the date hereof, by and among the Maker and the Payees.

(q) “ Transaction Documents ” shall mean this Note and the Standby Purchase Agreement.

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2. Interest Rate; Manner of Payment; Application of Payments .

(a) Interest Rate . Beginning on the Issuance Date, subject to the provisions of Section 4 hereof, the outstanding principal balance of this Note shall bear interest at a rate per annum equal to fourteen percent (14%), increasing by five tenths of a percent (0.5%) per annum commencing on the Rights Offering Outside Date, and further increasing by five tenths of a percent (0.5%) per annum on each ninety (90)-day anniversary of the Rights Offering Outside Date (each such period, an “ Interest Period ”), up to a maximum aggregate per annum interest rate of eighteen and five tenths percent (18.5%). Interest for the period commencing on the Issuance Date and ending on the 120th-day anniversary of the Issuance Date (i.e. $3,014,795) shall be paid in advance entirely in cash on the Issuance Date. Interest for the period commencing after the one hundred twenty (120)-day anniversary of the Issuance Date shall be paid, quarterly, in arrears, entirely by increasing the principal amount of this Note by an amount equal to the amount of interest for the applicable Interest Period, which shall be due and payable, together with all interest accrued thereon, in cash, on the Maturity Date (“ PIK Interest ”). Interest will be computed on the basis of the actual number of days elapsed in a 365/366 day year. References in this Note to the “principal” amount shall include increases in the principal amount as a result of any PIK Interest payment.

(b) Manner of Payment . All payments (including prepayments) by the Maker hereunder shall be made to each Payee at its address set forth in Section 13 hereof, or such other place or places as a Payee may direct, prior to the date of payment, in lawful money of the United States of America, and in immediately available funds. Whenever any payment to be made hereunder shall be stated to be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due on the next succeeding business day; provided, however, that such extension of time shall be included in the computation of interest due in conjunction with such payment or other fees due hereunder, as the case may be.

(c) Application of Payments . All payments to the Payees in respect of the indebtedness evidenced hereby or any other obligation of the Maker under the other Transaction Documents shall be applied (i) first to the payment in full of any costs incurred by the Payees in the collection of the indebtedness evidenced hereby or any other obligation of the Maker under the other Transaction Documents, including without limitation, reasonable attorneys’ fees, (ii) then to the payment in full of any late charges, (iii) then to the payment in full of accrued, unpaid interest on the Notes, allocated to the Payees pro rata based on their respective principal amounts, and (iv) then to the reduction of the unpaid principal balance on the Note, applied against such unpaid principal balance as determined in the sole discretion of the Payees. The Maker agrees that to the extent it makes a payment or payments to or for the account of the Payees, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the indebtedness or obligation intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been received.

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3. Maturity Date; Prepayment; Use of Proceeds .

(a) Maturity Date . Subject to the provisions of Section 7 hereof, the entire outstanding principal balance of this Note and all accrued unpaid interest, late charges, fees, and expenses hereunder shall be immediately due and payable on the day that is ninety-one (91) days after August 2, 2018 (the “ Maturity Date ”).

(b) Mandatory Prepayment . Promptly following the Maker’s receipt of the gross proceeds from the Rights Offering and the Payees’ commitments under the Standby Purchase Agreement, the Maker shall prepay in cash the aggregate principal amount of this Note plus all accrued and unpaid interest and all other amounts due under this Note. Except as expressly set forth in this Note, this Note may not be prepaid.

(c) Use of Proceeds . Maker will use the proceeds of the Note to fund, in part, the acquisition by the Maker of CCHN Group Holdings, Inc., a Delaware corporation.

4. Default Rate; Maximum Legal Rate .

(a) Default Rate . Notwithstanding Section 2(a), upon the occurrence of any Event of Default as described in Section 7 hereof, this Note shall immediately and automatically begin to bear interest at the annual rate of eighteen and five tenths percent (18.5%) (such per annum rate, the “ Default Rate ”) and shall continue thereafter to bear interest at the Default Rate until such Event of Default is cured or waived, as appropriate, in writing by the Payees. All incremental increases in interest payments attributable to the application of the Default Rate shall be paid as PIK Interest.

(b) Maximum Legal Rate . Notwithstanding anything contained herein or the other Transaction Documents, the Maker shall not be obligated to pay and the Payees shall not collect interest on the indebtedness evidenced hereby at a rate in excess of the maximum permitted by law or the maximum rate that will not subject the Maker to any civil or criminal penalties. If, because of the acceleration of maturity, the payment of interest in advance or any other reason, the Maker is required, under the provisions hereof, under the other Transaction Documents or otherwise, to pay interest at a rate in excess of such maximum rate, the rate of interest under such provisions shall immediately and automatically be reduced to such maximum rate, and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the outstanding balance of the indebtedness evidenced hereby as of the date on which such excess payment was made. If the amount to be so applied to reduction of the outstanding balance of the indebtedness evidenced hereby exceeds the outstanding balance hereof, the amount of such excess shall be refunded to the Maker by the Payees.

(c) Post-Judgment Interest . The interest rate or rates provided in this Note shall apply to the indebtedness evidenced hereby before, on, and after the date or dates on which the Payee enters judgment on this Note.

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5. Representations and Warranties . Maker represents and warrants to the Payees that:

(a) Existence, Qualification and Power . Maker (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Transaction Documents, and (iii) is duly qualified and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification (to the extent the concept of good standing is applicable to the Maker under the laws of such jurisdiction); except in each case referred to in clause (ii)(A) or (B) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization; No Contravention . The execution, delivery and performance by the Maker of each Transaction Document has been duly authorized by all necessary corporate action, and does not (i) contravene the terms of any of the Maker’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any material Contractual Obligation to which the Maker is a party or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Maker or its property is subject; (iii) violate any Law (including, without limitation, Regulation U or Regulation X issued by the FRB); or (iv) result in a limitation on any licenses, permits or other Governmental Approvals applicable to the business, operations or properties of the Maker or any of its Subsidiaries or adversely affect the ability of the Maker or any of its Subsidiaries to participant in any Medical Reimbursement Programs; except in each case referred to in clause (ii)(B), (iii) or (iv) above, to the extent that such conflict, contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(c) Governmental Authorization; Other Consents . No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Maker of this Agreement or any other Transaction Document other than those approvals, consents, exemptions, authorizations or other actions, notices or filings, that have already been obtained, taken, given or made and are in full force and effect except such as may be required by the NASDAQ Global Market, federal securities laws and the securities laws of the several states of the United States with respect to the Rights Offering and except to the extent that such approval, consent, exemption, authorization, or other action could not reasonably be expected to have a Material Adverse Effect.

(d) Binding Effect . Each Transaction Document has been duly executed and delivered by the Maker. Each Transaction Document constitutes a legal, valid and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

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(e) Litigation . There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of a Responsible Officer of the Maker or any of its Subsidiaries, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Maker or any of its Subsidiaries or against any of their properties or revenues that (a) could reasonably be expected to adversely affect the rights and remedies of the Payees under this Agreement or any other Transaction Document or (b) could reasonably be expected to have a Material Adverse Effect.

(f) No Default . No Default or Event of Default has occurred and is continuing.

(g) Credit Agreement . All representations and warranties (other than those set forth in Section 6.01(b)(ii) (Existence, Qualification and Power), Section 6.02 (Authorization; No Contravention), Section 6.03 (Governmental Authorization; Other Consents), Section 6.04 (Binding Effect), Section 6.06 (Litigation), Section 6.07(b) (No Default), Section 6.19 (Perfection of Security Interests in the Collateral) and Section 6.20 (Business Locations)) made by Maker under the Credit Agreement are incorporated herein by reference as though specifically set forth herein and are true and correct as of the date hereof.

6. Subordination . Notwithstanding anything else to the contrary in this Note, this Note and the indebtedness evidenced hereby are subordinated in the manner and to the extent set forth in Exhibit “A” hereof.

7. Default: Rights, Remedies .

(a) Events of Default . The occurrence of any of the following events shall be an “Event of Default” under this Note:

(i) Non-Payment . Failure by the Maker to pay the principal of or accrued interest on this Note within five (5) Business Days from the date such amount becomes due.

(ii) Falsity of Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Maker herein, in any other Transaction Document, or in any document delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made.

(iii) Failure to Perform Certain Covenants . Failure by the Maker to observe or perform any other covenants, conditions or provisions contained in this Note or in the other Transaction Documents; provided, however, that with respect to a violation of the covenants contained in Section 8 of this Note, such failure shall continue for a period of thirty (30) days after the earlier of (i) written notice thereof from the Payees to the Maker, or (ii) the date on which any officer, director or member of the Maker knew, or should reasonably have known, of such failure.

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(iv) Default Under Other Obligations .

(A) The Maker defaults in any payment of principal on any obligations for borrowed money having a principal amount of more than $24,000,000 in aggregate (other than under this Note) beyond any period of grace provided with respect thereto;

(B) The Maker defaults in any payment of interest on any obligations for borrowed money having a principal amount of more than $24,000,000 in aggregate (other than under this Note) and such default continues for a period of thirty (30) days beyond any period of grace provided with respect thereto; or

(C) The Maker defaults in the performance of any other agreement, term or condition contained in any obligation for borrowed money having a principal amount of more than $24,000,000 in aggregate (other than under this Note) or in any agreement relating thereto beyond any period of grace provided with respect thereto, if the effect of such default is to cause such obligation to become due prior to its stated maturity, and such obligation actually becomes due prior to such stated maturity.

provided, however, with respect to clauses (A), (B) and (C) above, to the extent that any such default arises under the Credit Agreement and such default is subsequently cured or waived, then such cross-defaults shall be deemed simultaneously cured or waived.

(v) Insolvency Proceedings, Etc. The Maker or any of its Subsidiaries (other than any Immaterial Subsidiary; provided that the Immaterial Subsidiaries excepted from this Section 7(a)(v) at any time shall not have aggregate revenues exceeding 5% of consolidated revenues of the Maker and its Subsidiaries for the applicable period) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged, undismissed or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undischarged, undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding.

(vi) Invalidity of Transaction Documents . Any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all amounts due hereunder (other than in respect of unasserted indemnification and expense reimbursement contingent indemnification obligations that survive the termination of any Transaction Agreement), ceases to be in full force and effect in all material respects; or the Maker or any of its Subsidiaries contests in any manner the validity or enforceability of any Transaction Document; or the Maker denies that it has any or further liability or obligation under any Transaction Document, or purports to revoke, terminate or rescind any Transaction Document.

(vii) Change of Control . There occurs any Change of Control.

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(b) Acceleration .

(i) Upon the occurrence of an Event of Default set forth in Sections 7(a)(i)-(iv) or 7(a)(vi)-(vii), the Payees may, by written notice to the Maker, declare this Note to be due and payable, whereupon the principal amount of this Note and all such outstanding indebtedness and obligations, together with accrued interest thereon and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding; provided however, to the extent that any default described in Section 7(a)(iv) arises under the Credit Agreement and has resulted in the acceleration of the Maker’s obligations under the Credit Agreement, in the event such obligations are subsequently reinstated upon the cure or waiver of such cross-defaults under the Credit Agreement, then the acceleration of the Maker’s obligations under this Note shall be rescinded and the obligations hereunder reinstated.

(ii) Upon the occurrence of an Event of Default set forth in Sections 7(a)(v), this Note shall automatically and immediately become due and payable, in all cases without any action on the part of the Payees or any other person.

(c) No Marshalling, Etc., Required . If an Event of Default shall have occurred and be continuing, the Payees shall not be required to marshal any present or future security for, or guarantees of, the obligations hereunder or to resort to any such security or guarantee in any particular order and the Maker waives, to the fullest extent that they lawfully can, any right they might have to require the Payees to pursue any particular remedy before proceeding against it.

(d) Remedies Cumulative . Each Payee may exercise any of its rights and remedies set forth in this Note. The remedies of each Payee shall be cumulative and concurrent, and may be pursued singly, successively, or together, at its sole discretion, and may be exercised as often as the occasion therefore shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

(e) Annulment of Defaults . Section 7 is subject to the condition that, if at any time after the principal of this Note or any other obligations of the Maker to the Payees under any Transaction Documents shall have become due and payable, and before any judgment or decree for the payment of the moneys so due, or any portion thereof, shall have been entered, then and in every such case each Payee may, by written instrument signed by such Payee and delivered to the Maker, rescind and annul such declaration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

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(f) Distribution of Proceeds . In the event that following the occurrence or during the continuance of any Event of Default, the Maker receives any monies with respect to the amounts due hereunder, such monies shall be distributed for application as follows:

(i) First, to the payment of, or (as the case may be) the reimbursement of the Payees for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Payees in connection with the collection of such monies by the Payees, for the exercise, protection or enforcement by Payees of all or any of the rights, remedies, powers and privileges of the Payees under this Note or relating to the Note or the other Transaction Documents;

(ii) Second, to the indebtedness evidenced hereby, applied against such indebtedness as determined in the sole discretion of the Payees; and

(iii) Third, the excess, if any, shall be returned to the Maker or to such other persons as are entitled thereto.

8. Negative Covenants . So long as this Note shall remain outstanding, the Maker shall not, and shall not permit any Subsidiary to, directly or indirectly (provided that references herein to “Subsidiaries” shall exclude any Captive Insurance Subsidiary for all Sections under this Section 8 except Section 8(a)):

(a) Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

(i) Indebtedness under the Credit Agreement and other Loan Documents up to an amount equal to the Maximum Senior Indebtedness Principal Amount (as defined on Exhibit “A”);

(ii) Indebtedness of the Maker and its Subsidiaries set forth in Schedule 8.03 to the Credit Agreement;

(iii) intercompany Indebtedness permitted under Section 8.02 of the Credit Agreement;

(iv) Indebtedness in respect of Swap Contracts entered into by the Maker or any of its Subsidiaries in the ordinary course of business and not for speculative purposes;

(v) Indebtedness incurred to finance the acquisition, lease or cost of design, construction, expansion, repair, refurbishment, renovation, installment or improvement of any fixed or capital assets (including obligations in respect of Capital Leases) hereafter incurred by the Maker or any of its Subsidiaries; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $18,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (except by an amount not greater than accrued and unpaid interest with respect to such original obligations and any reasonable premiums, fees, costs and expenses incurred in connection with such refinancing);

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(vi) Indebtedness of the Maker under the Convertible Notes in an aggregate principal amount not to exceed $84,000,000;

(vii) Indebtedness of Canadian Subsidiaries arising from trade payables unpaid for more than ninety (90) days in the aggregate amount not in excess of $3,000,000, and other Indebtedness of any Canadian Subsidiary in an aggregate principal amount not to exceed $6,000,000; provided , that such Indebtedness is not directly or indirectly recourse to the Maker or any Guarantor or of their respective assets; and

(viii) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) neither the Maker nor any Subsidiary (other than such Person or the Subsidiary with which such Person is merged or consolidated or that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness;

(ix) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;

(x) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds;

(xi) Indebtedness under bid bonds, performance bonds, surety bonds and similar obligations, in each case, incurred by the Maker or any of its Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;

(xii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Maker or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions permitted hereunder or permitted dispositions and Earn Out Obligations required to be paid in connection with Permitted Acquisitions;

(xiii) Indebtedness to finance insurance premiums owing in the ordinary course of business;

(xiv) to the extent constituting Indebtedness, obligations under any Treasury Management Agreements entered into in the ordinary course of business;

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(xv) unsecured Subordinated Indebtedness of the Loan Parties; provided that (i) such Subordinated Indebtedness shall not mature, and no scheduled principal payments, prepayments, repurchases, redemptions or sinking fund or like payments of any Subordinated Indebtedness shall be required, at any time on or prior to the date that is six (6) months after the Maturity Date, except as a result of a “change of control” or default thereunder, (ii) the Subordinated Indebtedness shall not include any financial maintenance covenants and the terms thereof shall otherwise not be more restrictive in any respect on the Loan Parties than the provisions of the Credit Agreement, (iii) the Loan Parties would be in compliance with the covenants set forth in Section 8.11 of the Credit Agreement as of the most recently completed period of four consecutive fiscal quarters ending prior to the incurrence of such Subordinated Indebtedness for which the financial statements and certificates required by Section 7.01(a) or 7.01(b) of the Credit Agreement, as the case may be, and Sections 7.02(a) and 7.02(b) of the Credit Agreement have been delivered, after giving pro forma effect to such incurrence and to any other event occurring after such period as to which pro forma recalculation is appropriate, (iv) no Default or Event of Default under the Credit Agreement or this Note shall have occurred and be continuing at the time of incurrence and (v) the Maker shall have delivered a certificate of a Responsible Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Payees;

(xvi) unsecured Indebtedness owed in respect of seller notes issued in connection with Permitted Acquisitions, provided that such Indebtedness (i) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Payees and (ii) shall not mature, and no payments or prepayments shall be required, at any time prior to the date that is six months after the Maturity Date;

(xvii) Indebtedness of Foreign Subsidiaries under foreign credit lines (including, without limitation, pursuant to issuances of letters of credit or bank guarantees) in an aggregate principal amount not to exceed $9,000,000;

(xviii) provided that no Default or Event of Default under the Credit Agreement or this Note has occurred and is continuing at the time of incurrence, additional Indebtedness of any Loan Party in an aggregate principal amount not to exceed $18,000,000 at any time outstanding;

(xix) Indebtedness of the Maker under any Convertible Indebtedness in an aggregate principal amount not to exceed $120,000,000;

(xx) Preferred Stock of the Maker (including the Series A Preferred and the Series A-1 Preferred Stock) in an aggregate liquidation amount not to exceed $120,000,000 (it being understood that such amount shall be increased to $222,000,000 if this Note is refinanced with Preferred Stock within 300 days of the Matrix Closing Date); and

(xxi) unsecured Indebtedness of the Maker under this Note; and

(xxii) all Permitted Refinancing Indebtedness in respect of Indebtedness of the types referred to in clauses (ii) through (viii), clauses (xv), and clauses (xix) through (xxi) above.

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(b) Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(i) each Subsidiary may make Restricted Payments to the Maker, any Guarantor and any other Person that owns a direct Equity Interest in such Subsidiary on a pro rata basis to each holder of an Equity Interest in such Subsidiary;

(ii) the Maker and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person;

(iii) the Maker and each Subsidiary may make Restricted Payments not exceeding $2,400,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements, incentive plans or other benefit plans approved by the Maker’s board of directors for management, directors, former directors, employees and former employees of the Maker and its Subsidiaries; provided, that, in addition, unused amounts for any fiscal year may be carried over to the next succeeding fiscal year, but not to any subsequent year, and the permitted amount for each fiscal year shall be used in total with or prior to any amount carried over from the previous fiscal year;

(iv) the Maker may redeem, repurchase or otherwise acquire its Equity Interests from (i) retired or terminated employees or officers or employees, officers or directors of the Maker or its Subsidiaries pursuant to employment agreements entered into in the ordinary course of business or (ii) holders of restricted Equity Interests to the extent representing withholding tax obligations provided that purchases described in this clause (ii) shall not exceed $2,400,000 in any fiscal year; provided that, in addition, unused amounts for any fiscal year may be carried over to the next succeeding fiscal year, but not to any subsequent year, and the permitted amount for each fiscal year shall be used in total with or prior to any amount carried over from the previous fiscal year, in each case, provided no Default or Event of Default under the Credit Agreement or this Note shall have occurred and remains outstanding on the date on which such payment occurs or would occur as a result thereof; and

(v) so long as (i) no Default or Event of Default under the Credit Agreement or this Note shall have occurred and be continuing before or after giving effect thereto and (ii) the Maker is in compliance with the financial covenants set forth in Section 8.11 of the Credit Agreement (calculated on a Pro Forma Basis after giving effect thereto), the Maker may make any additional Restricted Payments not otherwise permitted by this Section 8(b) in an aggregate amount not to exceed in any fiscal year the sum of (A) $24,000,000 (the “ Annual RP Amount ”) plus (B) 50% of the unused portion of the Annual RP Amount from the preceding fiscal year; provided, that Restricted Payments made pursuant to this Section 8(b)(v) during any fiscal year shall be deemed made, first, in respect of the Annual RP Amount permitted for such fiscal year as provided above and, second in respect amounts carried over from the prior fiscal year pursuant to clause (B) above;

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(vi) cashless repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(vii) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for or by reference to Equity Interests of the Maker or any direct or indirect parent company of the Maker;

(viii) in accordance with the Matrix Acquisition Agreement and/or escrow agreement contemplated by the Matrix Acquisition Agreement, the Maker may, and may cause each Subsidiary to, (i) receive Equity Interests of the Maker released from the related escrow account or directly from the holders of such Equity Interest, and (ii) make payments to the management, employees and former employees of the Maker or any Subsidiary in the amounts provided under the CCHN Group Holdings, Inc. 2014 Cash Bonus Plan established in connection with the execution of the Matrix Acquisition Agreement;

(ix) (i) any payments in connection with a Permitted Bond Hedge Transaction and (ii) the exercise, settlement, unwinding or termination of any related Permitted Warrant Transaction by (A) delivery of shares of common stock of the Maker upon settlement thereof, (B) (I) set-off against the related Permitted Bond Hedge Transaction or (II) payment of an early termination amount thereof in common stock upon any early termination thereof or (C) a cash payment not to exceed the amount received upon any exercise, settlement, unwinding or termination of a related Permitted Bond Hedge Transaction;

(x) so long as no Default or Event of Default under the Credit Agreement or this Note shall have occurred and be continuing before or after giving effect thereto, the Maker may make regularly scheduled payments of interest in cash on Convertible Indebtedness; and

(xi) the Maker may pay cash dividends on the Series A Preferred in an amount not to exceed a rate of 5.5% per annum and PIK Dividends (as defined in the Series A Preferred Documents) in an amount not to exceed a rate of 8.5%; provided that the Maker may pay cash dividends on the Series A Preferred (or any Series A-1 Preferred Stock (as defined in the Series A Preferred Documents) that may be exchanged for, or converted from, outstanding Series A Preferred) in an amount not to exceed a rate of 10.5% per annum and PIK Dividends in an amount not to exceed a rate of 13.5% per annum with respect to Series A Preferred (or Series A-1 Preferred Stock) held by the Payees or its affiliates in the event shareholder approval of a “change of control” (under NASDAQ listing rules) in relation to the Payees is not obtained; provided, further, that no cash dividends shall be permitted to be paid under this Section 8(b)(xi) if a Default or Event of Default under the Credit Agreement or this Note shall have occurred and be continuing before or after giving effect to such payment.

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(c) Investments . Make any Investments, except:

(i) Investments held by the Maker or such Subsidiary in the form of cash or Cash Equivalents;

(ii) Investments existing as of the Closing Date and set forth in Schedule 8.02 to the Credit Agreement (and any modification, replacement, renewal or extension thereof to the extent not involving any new cash Investment);

(iii) (i) Investments in any Person that is a Loan Party prior to giving effect to such Investment, (ii) Investments by the Maker and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (iii) Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) Investments by any Loan Party in Foreign Subsidiaries to the extent such Investments are funded solely with the proceeds of the issuance by the Maker of its Equity Interests;

(iv) (i) Investments by any Loan Party in Excluded Subsidiaries that are not-for-profit entities, (ii) Investments by any Loan Party in Canadian Subsidiaries and (iii) Investments by the Loan Parties in Subsidiaries that are not Loan Parties, provided, that the aggregate amount for all Investments made pursuant to this clause (d) shall not exceed $90,000,000 at any one time outstanding; provided, that for purposes of determining compliance with this Section 8(c)(iv), the aggregate amount of such Investments made pursuant to this Section 8(c)(iv) shall be reduced by any dividends, distributions, or any other payments received in cash in respect of such Investments;

(v) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(vi) Guarantees and other Indebtedness permitted by Section 8(a) hereof, to the extent constituting Investments;

(vii) Permitted Acquisitions and the Matrix Acquisition;

(viii) loans and advances to employees, directors and officers of the Loan Parties and Subsidiaries (i) for travel, entertainment, relocation and analogous ordinary business purposes in an aggregate amount not to exceed $1,800,000 at any time outstanding and (ii) in connection with such Person’s purchase of Equity Interests of the Maker, in an aggregate amount not to exceed $1,800,000 at any time outstanding, in each case determined without regard to any write-downs or write-offs of such advances;

(ix) Investments in (i) Swap Contracts permitted under Section 8(a)(iv) and (ii) any Permitted Bond Hedge Transaction;

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(x) bank deposits and prepaid expenses made in the ordinary course of business;

(xi) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 8.05 of the Credit Agreement; provided that such promissory notes and other non-cash consideration have been delivered to the Administrative Agent as collateral along with any necessary stock power or other endorsement reasonably requested by the Administrative Agent;

(xii) Investments in the ordinary course of business consisting of endorsements for collection or deposit;

(xiii) transactions permitted by Section 8.04 of the Credit Agreement to the extent constituting Investments;

(xiv) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, such Persons arising in the ordinary course of business and upon the foreclosure with respect to any secured Investments or other transfer of title with respect to any secured Investment;

(xv) Investments in the form of certificates of deposit that serve as collateral for letters of credit issued to support reinsurance obligations of Captive Insurance Subsidiaries in the ordinary course of business;

(xvi) Investments made pursuant to Records Transactions; provided that the aggregate amount of all Investments made pursuant to this clause (xvi) shall not exceed $15,000,000 at any one time outstanding;

(xvii) Investments made in Foreign Subsidiaries in connection with the consummation and financing of the Ingeus Acquisition; provided that the aggregate amount of all such Investments shall not exceed (i) with respect to the initial purchase price paid in connection with the Ingeus Acquisition, $110,760,000 (of which, $29,160,000 shall be paid with Equity Interests), (ii) with respect to the payment of any Earn Out Obligations required to be paid pursuant to the Ingeus Purchase Agreement, $153,000,000 and (iii) with respect to the first year working capital needs of Ingeus and its Subsidiaries, $12,000,000;

(xviii) Investments of any Person existing at the time such Person becomes a Subsidiary of the Maker or consolidates or merges with the Maker or any of its Subsidiaries (including in connection with a Permitted Acquisition) and any modification, replacement, renewal or extension thereof to the extent not involving an additional cash Investment so long as such Investments were not made in contemplation of such Person becoming a Subsidiary of the Maker or of such consolidation or merger;

(xix) Investments (which may take the form of asset contributions) in Joint Ventures in an aggregate amount not exceeding $60,000,000 in any fiscal year; provided

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that, in addition, up to 50% of any unused amount for any fiscal year may be carried over to the next succeeding fiscal year, but not to any subsequent fiscal year, and the permitted amount for each fiscal year shall be used in total with or prior to any amount carried over from the previous fiscal year; and

(xx) other Investments (not including Investments in the Excluded Subsidiaries) by the Loan Parties and their Subsidiaries at any time not to exceed $18,000,000 in the aggregate.

9. Replacement of Note . Upon receipt of evidence satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note and, if requested in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonable satisfactory to the Maker, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Maker will issue a new Note, of like tenor and amount and dated the date to which interest has been paid, in lieu of such lost, stolen, destroyed or mutilated Note. Any and all references herein to the Note shall include any Note issued pursuant hereto in replacement thereof.

10. Extensions of Maturity . All parties to this Note, whether maker, endorser, surety or guarantor, agree that the maturity of this Note, or any payment due hereunder, may only be extended at any time or from time to time following the written consent of the Payees and such extension shall not release, discharge or affect the liability of any such party.

11. Unconditional Obligations . Maker’s obligations under this Note shall be the absolute and unconditional duty and obligation of Maker and shall be independent of any rights of set-off, recoupment, or counterclaim which Maker might otherwise have against any Payee and the Maker shall pay absolutely the payments of principal, interest, fees, charges and expenses required hereunder and under the other Transaction Documents, free of any deductions and without abatement, diminution or set-off.

12. Waivers . The Maker (i) waives presentment, notice of dishonor and protest of this Note; (ii) consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by a Payee with respect to the payment or other provisions of this Note; and (iii) agrees that makers, endorsers, guarantors, and sureties for the indebtedness evidenced hereby may be added or released without notice to the Maker and without affecting the Maker’s liability hereunder. The liability of the Maker hereunder shall be absolute and unconditional.

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13. Notices . All notices, communications and deliveries required or permitted by this Note shall be made in writing signed by the party making the same, shall specify the Section of this Note pursuant to which it is given or being made and shall be deemed given or made (a) on the date delivered if delivered in person, (b) on the third (3rd) business day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid) or (c) on the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows:

If to the Maker:

The Providence Service Corporation

64 East Broadway Blvd.

Tucson, Arizona

Attention: General Counsel

Facsimile: (520) 747-6605

with a copy (which shall not constitute notice to the Maker) to:

Paul Hastings LLP

75 East 55th Street

New York, New York 10022

Attention: Barry A. Brooks

Facsimile: (212) 230-7777

If to a Payee:

c/o Coliseum Capital Management, LLC

One Station Place, 7th Floor South

Stamford, CT 06902

Attention: Christopher Shackelton

with a copy (which shall not constitute notice to the Payee) to:

Gibbons P.C.

One Pennsylvania Plaza, 37 ^th Floor

New York, New York 10119

Attention: Frank T. Cannone

Facsimile: 973-639-8340

or to such other representative or at such other address of a party as such party hereto may furnish to the other parties in writing in accordance with this Section 13.

14. Costs and Expenses . The Maker shall promptly pay (or reimburse, as the Payees may elect) all reasonable, out-of-pocket and documented costs and expenses which the Payees have incurred or may hereafter incur in connection with the negotiation, preparation, reproduction, interpretation, perfection, protection of collateral, administration and enforcement of this Note including without limitation, the payment of all reasonable, out-of-pocket and documented attorneys’ fees in connection therewith, the collection of all amounts due under this Note, and all amendments, modifications, consents or waivers, if any, to the Transaction Documents. The Maker’s reimbursement obligations under this Section 14 shall survive any termination of this Note.

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15. Financial Statements; Notices . So long as this Note shall remain outstanding, the Maker shall and shall cause each Subsidiary (provided that those provisions under this Section 15 with which Subsidiaries of the Maker are required to comply shall exclude from such compliance any Captive Insurance Subsidiary) to deliver to the Payees:

(a) upon the earlier of the date that is ninety days after the end of each fiscal year of the Maker or the date such information is filed with the SEC, a consolidated balance sheet of the Maker and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of earnings, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification (other than qualifications resulting solely from the classification of the Loans as short term Indebtedness during the one year period prior to the Maturity Date) or exception or any qualification or exception as to the scope of such audit; and

(b) upon the earlier of the date that is forty-five days after the end of each of the first three fiscal quarters of each fiscal year of the Maker or the date such information is filed with the SEC, the unaudited consolidated balance sheet of the Maker and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of earnings and cash flows of the Maker and its Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and fairly presenting in all material respects the financial condition, earnings and cash flows of the Maker and its Subsidiaries in accordance with GAAP, subject only to year-end audit adjustments and the absence of footnotes.

16. Notices . So long as this Note shall remain outstanding, the Maker shall:

(a) Promptly following knowledge thereof by a Responsible Officer (and in any event, within two Business Days of such knowledge), notify the Payee of the occurrence of any Default.

(b) Promptly following knowledge thereof by a Responsible Officer (and in any event, within five Business Days of such knowledge), notify the Payee of any matter that has resulted in a Material Adverse Effect.

Each notice pursuant to this Section 16 shall be accompanied by a statement of a Responsible Officer of the Maker setting forth details of the occurrence referred to therein and stating what action the Maker has taken and proposes to take with respect thereto. Each notice pursuant to Section 16(a) shall describe with particularity any and all provisions of this Note that have been breached.

17. Integration; Amendment . This Note and the other Transaction Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof

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and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No amendment of this Note, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the Maker and each Payee.

18. Successors and Assigns . This Note (i) shall be binding upon the Maker and the Payees and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; and (ii) shall inure to the benefit of the Maker and the Payees and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that the Maker may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Payees, and any such assignment or attempted assignment by the Maker shall be void and of no effect with respect to the Payees; and provided further that the Payees may not assign their rights or obligations hereunder or any interest herein on or prior to the three hundred (300)-day anniversary of the Issuance Date without the prior written consent of the Maker and any such assignment or attempted assignment by the Payees shall be void and of no effect with respect to the Maker. After the three hundred (300)-day anniversary of the Issuance Date, this Note may be assigned by any one or more Payees in whole or in part, and Annex A shall be adjusted accordingly, and the Maker will issue a new Note or Notes, of applicable tenor and amount.

19. Severability . The illegality, unenforceability or inconsistency of any provision of this Note or any instrument or agreement required hereunder shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Note or any instrument or agreement required hereunder.

20. Waiver of Jury Trial . The Maker (by its execution of this Note) and the Payee (by its acceptance of this Note) agree that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by or against the Maker or the Payee, or any successor or assign of the Maker or the Payee, on or with respect to this Note or which in any way relates, directly or indirectly, to the obligations of the Maker to the Payee under this Note or any other Transaction Document, or the dealings of the parties with respect thereto, shall be tried only by a court and not by a jury. MAKER AND PAYEE HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.

21. Governing Law; Jurisdiction and Venue; Waiver of Service of Process . This Note and all issues relating to this Note and the rights and obligations of Payee and Maker, as appropriate (including, without limitation, the validity, construction, interpretation, and enforceability of this Note and its various provisions and consequences and legal effect of all transactions and events which resulted in the issuance of this Note or which occurred or were to occur as a direct or indirect result of this Note having been executed) shall be governed by and construed in accordance with the internal laws of the State of New York without regard to its rules pertaining to conflict of laws. Any action which is based, directly or indirectly, on this Note or any matter in or related to this Note, shall be brought only in the courts of the State of New York. Each of the Payee and the Maker irrevocably waives any objection which it may now or hereinafter have to the laying of the venue of any suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. THE MAKER WAIVES PERSONAL SERVICE OF ANY

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AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MESSENGER, CERTIFIED MAIL OR REGISTERED MAIL DIRECTED TO THE MAKER IN ACCORDANCE WITH SECTION 13 OF THIS NOTE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO MAKER’S ADDRESS.

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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed as an instrument under seal by its below indicated representative this 23rd day of October, 2014.

THE PROVIDENCE SERVICE CORPORATION
By:
		Name:		Warren S. Rustand
		Title:		Chief Executive Officer

[Signature Page – Bridge Note]

Exhibit “A”

Subordination Terms

1. General . This Note and any amounts payable hereunder or under any other Subordinated Note Documents (the “ Subordinated Obligations ”) are and shall be expressly subordinate and junior in right of payment to the prior Payment in Full of all existing and future Senior Indebtedness. In furtherance of the foregoing, until all the Senior Indebtedness is Paid in Full, Maker shall not make, and the Payees shall not accept, receive or retain from Maker any direct or indirect payment (in cash, property, or securities or otherwise) upon or in respect of any Subordinated Obligations; provided , however , while the Senior Indebtedness remains outstanding, in whole or in part, the Payees shall have the right to receive and retain only the following payments on account of the Subordinated Obligations: (i) the non-refundable prepayment of cash interest, in an amount not to exceed $3,014,795, to be paid on the Issuance Date of the Note for the period from the Issuance Date through and including the date one hundred twenty (120) days after the Issuance Date (the “ Pre-Paid Interest Payment ”); (ii) payments in the form of Junior PIK Payments or Junior Securities; and (iii) the prepayment or repayment of the Subordinated Obligations exclusively from the proceeds of the Maker’s issuance of its Series A Preferred Stock, par value $0.001, pursuant to a registered Rights Offering.

2. Subordination in the Event of Dissolution . Upon any distribution of assets of the Maker upon any dissolution, winding up, total or partial liquidation or reorganization of the Maker, whether voluntary or involuntary, in a bankruptcy, insolvency, receivership or similar Proceeding or upon an assignment for the benefit of creditors (a “ Liquidation Proceeding ”):

(i) the holders of the Senior Indebtedness shall first be entitled to receive Payment-in-Full of the Senior Indebtedness (including any interest, fees, premium, expenses and other charges that accrue before or after any Proceeding irrespective of whether such interest, fees, premium, expenses and other charges are allowed as a claim in any Proceeding) before any Payee is entitled to receive any payment on account of the Subordinated Obligations (other than payments in the form of Junior PIK Payments or Junior Securities);

(ii) any payment or distribution (other than payments in the form of Junior PIK Payments or Junior Securities) of assets of the Maker of any kind or character, whether in cash, property or securities to which any Payee would be entitled except for the provisions of this Agreement, shall be paid by the liquidating trustee or agent or other Person making such a payment or distribution, directly to the Senior Agent to the extent necessary to make Payment-in-Full of all Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to the holders of such Senior Indebtedness; and

(iii) in the event that, in connection with a Liquidation Proceeding, notwithstanding the foregoing, any payment or distribution of assets of the Maker of any kind or character, whether in cash, property or securities, shall be received by any Payee on account of the Subordinated Obligations (other than the Pre-Paid Interest Payment and

payments in the form of Junior PIK Payments or Junior Securities) before all Senior Indebtedness is Paid-in-Full, such payment or distribution shall be received and held in trust by such Payee for the benefit of the holders of such Senior Indebtedness and shall be paid over or transferred to the Senior Agent to the extent necessary to make Payment-in-Full of all Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to the holders of such Senior Indebtedness.

3. Remedies Standstill .

(i) Prior to the Payment-in-Full of all Senior Indebtedness, no Payee shall take or continue any action, or exercise or continue to exercise any rights, remedies or powers under the terms of this Note or any Subordinated Note Document, or exercise or continue to exercise any other right or remedy at law or equity that such Payee might otherwise possess, to collect any amount due and payable in respect of the Subordinated Obligations, including, without limitation, the acceleration of the Note, the commencement of any collection or enforcement action, the taking of any lien or security interest in any property of the Maker, the filing of any petition in bankruptcy or the taking advantage of any other insolvency law of any jurisdiction; provided , that each Payee may exercise any or all such rights after the expiration of the Standstill Period. If any holder of any Senior Indebtedness shall have caused such Senior Indebtedness to become due prior to its stated maturity, each Payee shall be entitled to accelerate the maturity hereof prior to the expiration of the Standstill Period but shall not be entitled to take any other action described above prior to the expiration of the Standstill Period; provided however , that the acceleration of this Note shall immediately be reversed if and when the holders of the Senior Indebtedness rescind the acceleration taken above by such holders. Until Payment-in-Full of all Senior Indebtedness, the Payee will not ask, demand, accept, receive or retain any guarantee of the Subordinated Obligations, or any collateral security for the payment of Subordinated Indebtedness, or any other form of payment assurance as to the Subordinated Indebtedness, from the Maker or any affiliate of the Maker.

(ii) Notwithstanding the foregoing, any Payee may:

A. in the event a Proceeding has been commenced by or against the Maker, file any notice, claim or statement of interest, or vote any claim, with respect to the Subordinated Obligations;

B. file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims for any of the Subordinated Obligations (to the extent not otherwise inconsistent with the terms hereof);

C. file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Maker arising under either a Proceeding or applicable non-bankruptcy law (to the extent not otherwise inconsistent with the terms hereof);

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D. take any action to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims, or to assert a compulsory cross-claim or counterclaim against the Maker; or

E. vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions with respect to the Subordinated Obligations that are, in each case, not otherwise inconsistent with the terms hereof.

4. Payments Held in Trust; Subrogation .

(i) Payments Held in Trust . In the event that any payment or distribution of assets on account of the Subordinated Obligations (other than the Pre-Paid Interest Payment and any such payments or distributions in the form of Junior PIK Payments or Junior Securities) shall be made by or on behalf of the Maker and received by any Payee, at a time when such payment or distribution was prohibited by the terms hereof then, such payment or distribution shall be received and held in trust by such Payee for the benefit of the holders of the Senior Indebtedness, and shall be paid over or delivered by such Payee to the Senior Agent (together with all necessary endorsements) to the extent necessary to make Payment-in-Full of all Senior Indebtedness remaining unpaid, after giving effect to all concurrent payments and distributions to the Senior Creditors.

(ii) Subrogation . After all amounts payable under or in respect of Senior Indebtedness are Paid-in-Full, the Payee shall be subrogated to the rights of holders of Senior Indebtedness to receive payments or distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Payee have been applied to the payment of Senior Indebtedness. A distribution made hereunder to any holder of Senior Indebtedness which otherwise would have been made to a Payee is not a payment by the Maker on Senior Indebtedness.

5. No Prejudice or Impairment . Nothing contained in this Exhibit “A” or elsewhere in this Note is intended to or shall impair, as between Maker and its creditors other than the holders of Senior Indebtedness, the obligations of Maker to the Payee to pay any Subordinated Indebtedness as and when such Subordinated Indebtedness shall become due and payable in accordance with its terms, or to affect the relative rights of the Payees and creditors of Maker (other than the holders of Senior Indebtedness). The fact that failure to make any payment on account of the Subordinated Indebtedness is by reason of the operation of any provision of this Exhibit “A” shall not be construed as preventing the occurrence of an Event of Default under this Note.

6. Insolvency Proceedings .

(i) In connection with any Proceeding, the provisions of this Exhibit “A” shall remain in full force and effect and enforceable pursuant to their terms in accordance with Section 510(a) of the Bankruptcy Code and such other applicable laws of similar effect, and all references herein to any Maker shall be deemed to apply to such Maker as debtor-in-possession and to any trustee or receiver for the estate of such Maker.

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(ii) In the event of any Proceeding, the Senior Indebtedness shall be Paid-in-Full before any payment or distribution of any character, whether in cash, securities (other than Junior PIK Payments and Junior Securities) or other property shall be made, received or accepted for or on account of any Subordinated Obligations. In the event of any Proceeding, any payment or distribution in any such Proceeding of any kind or character (other than Junior PIK Payments and Junior Securities), whether in cash, securities or other property that would otherwise (but for this Agreement) be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered by the person making such distribution or payment, whether a trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent, or otherwise, directly to the Senior Agent for application to payment of the Senior Indebtedness.

(iii) In connection with any Proceeding, no Payee shall contest (or support any other person contesting) (a) any request by the Senior Agent (or any holder of the Senior Indebtedness) for adequate protection, (b) any objection by the Senior Agent (or any holder of the Senior Indebtedness) to any motion, relief, action or proceeding based on the Senior Agent (or such holder) claiming a lack of adequate protection in the Proceeding of its interest in the Collateral, (c) any sale of any assets of the Maker to the extent that the Senior Agent has consented to such sale, (d) any use of cash collateral by the Maker to the extent that the Senior Agent has consented to such sale, or (e) any debtor-in-possession financing sought by the Maker to the extent that the Senior Agent has consented thereto.

(iv) In connection with any Proceeding, if a Payee shall fail to file appropriate claims or proofs of claim in respect of the Subordinated Note Documents within ten (10) days of any applicable bar date, the Senior Agent is hereby irrevocably authorized and empowered (in its own name or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in respect of the Subordinated Note Documents and to file claims and proofs of claim and take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of such Payee with respect to the Subordinated Note Documents.

(v) In connection with any Proceeding, the issuance by Maker of securities to the Payee of this Note in connection with any plan of reorganization shall not constitute the payment or distribution on account of this Note if such securities are subordinated to the Senior Indebtedness at least to the same extent and in the same manner as this Note is subordinated to the Senior Indebtedness pursuant hereto.

7. Subordination Not Impaired: Benefit of Subordination . Each Payee agrees and consents that, without notice to or assent by such Payee, and without affecting the liabilities and obligations of the Maker and the rights and benefits of the holders of the Senior Indebtedness set forth in this Exhibit “A” :

(i) The obligations and liabilities of the Maker and any other party or parties for or upon the Senior Indebtedness may, from time to time, be increased, renewed, refinanced, replaced, extended, modified, amended, restated, compromised, supplemented, terminated, waived or released, and the holders of the Senior Indebtedness may amend, modify or

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supplement any agreement or instrument governing, securing or evidencing the Senior Indebtedness; provided, however, (a) in no event shall the aggregate principal amount of the Senior Indebtedness be increased above the Maximum Senior Indebtedness Principal Amount, and (b) in no event shall any such amendment decrease the aggregate principal amount of loans or commitments permitted to be incurred under the Subordinated Note Documents;

(ii) The holders of Senior Indebtedness, and any representative or representatives acting on behalf thereof, may exercise or refrain from exercising any right, remedy or power granted by or in connection with any agreements relating to the Senior Indebtedness; and

(iii) Any balance or balances of funds with any holder of Senior Indebtedness at any time outstanding to the credit of the Maker may, from time to time, in whole or in part, be surrendered or released;

all as the holders of the Senior Indebtedness, and any representative or representatives acting on behalf thereof, may deem advisable, and all without impairing, abridging, diminishing, releasing or affecting the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein.

8. Modification of Subordinated Note Documents . The provisions of this Exhibit “A” , as incorporated in the Note, are for the benefit of the holders from time to time of Senior Indebtedness and, prior to Payment-in-Full of the Senior Indebtedness, neither this Note nor any other Subordinated Note Document may be modified, rescinded or canceled in whole or in part without the prior written consent of the holders of Senior Indebtedness.

9. Covenants of Payee . Until all of the Senior Indebtedness has been Paid-in-Full:

(i) No Payee shall hereafter give any subordination in respect of the Subordinated Indebtedness.

(ii) Each Payee hereby undertakes and agrees for the benefit of the holders of Senior Indebtedness that, upon the occurrence and during the continuance of a Senior Default, it shall take any actions reasonably requested by the Senior Agent to effectuate the full benefit of the subordination contained herein.

10. Third Party Beneficiaries; Reliance . The provisions of this Exhibit “A” are for the benefit of, and shall be enforceable directly by, the holders of the Senior Indebtedness, and each such holder shall be a third party beneficiary of the provisions of this Exhibit “A” and be deemed to have acquired the Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, in reliance upon the covenants and provisions contained in this Exhibit “A” . The provisions of this Exhibit “A” shall not be amended, modified or supplemented in any manner without the consent of the Senior Agent and any amendment, modification or supplement to this Exhibit “A” made without the consent of the Senior Agent shall be of no force and effect.

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11. No Waiver . No right of any present or future holders of any Senior Indebtedness to enforce the provisions of this Exhibit “A” shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Maker or any of its subsidiaries or affiliates, or by any act or failure to act by any such holder, or by any noncompliance by Maker with any of the terms and provisions hereof, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

12. Reinstatement . To the extent any payment of the Senior Indebtedness (whether by or on behalf of Maker, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be preferential, set aside or required to be paid by any holder of Senior Indebtedness to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person or entity under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar person or entity, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding, but only to the extent such Senior Indebtedness is not extinguished (including the termination of all commitments to lend under any of the documents evidencing the Senior Indebtedness), as if such payment has not occurred for purposes of this Exhibit “A” .

13. Waiver of Notice of Acceptance; Enforcement by Specific Performance . To the extent permitted by applicable law, each Payee and the Maker hereby waive (1) notice of acceptance hereof by the holders of the Senior Indebtedness, and (2) all diligence in the collection or protection of or realization upon the Senior Indebtedness. The Maker and each Payee hereby expressly agree that the holders of Senior Indebtedness may enforce any and all rights derived herein by suit, either in equity or law, for specific performance of any agreement contained in this Exhibit “A” or for judgment at law and any other relief whatsoever appropriate to such action or procedure.

14. Definitions . As used in this Exhibit “A” and elsewhere in this Note, the following terms shall have the following meanings:

“ Junior PIK Payments ” means payments of interest by payment-in-kind or on an accretion basis (and not made in cash).

“ Junior Securities ” means any of the following securities of the Maker: (a) any note or debt security issued in substitution of all or any portion of the Subordinated Obligations (including, without limitation, notes issued in payment of interest or other amounts under the Note) that is subordinated to the Senior Indebtedness (or any note or other securities issued in substitution of all or any portion of the Senior Indebtedness) at least to the same extent as the Subordinated Obligations are subordinated to the Senior Indebtedness pursuant to the terms of this Exhibit “A” and (b) any equity security, which, prior to the Payment-in-Full of all Senior Indebtedness, is non-cash-paying and does not provide for any cash dividends, “puts” or mandatory redemptions and which does not have any terms (and is not subject to or entitled to the benefit of any agreement or instrument that has terms) that are more burdensome to the Maker than the terms of the Subordinated Obligations.

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“ Maximum Senior Indebtedness Principal Amount ” means the sum of (A) $600 million plus (B) the aggregate amounts actually advanced under Section 2.02(f) of the Senior Credit Agreement provided that the sum of all such advances under this clause (B) does not exceed $75 million, plus (C) the aggregate amount of any obligations of the Maker or any Loan Party owing to a Treasury Management Bank in respect of any Secured Treasury Management Agreement, plus (D) the aggregate amount of any obligations of the Maker or any Loan Party owing to a Swap Bank in respect of any Secured Swap Contract. For purposes of this definition, the terms “Loan Party,” “Treasury Management Bank,” Secured Treasury Management Agreement,” “Swap Bank,” and “Secured Swap Contract” shall have the meanings ascribed to such respective terms in the Senior Credit Agreement.

“ Proceeding ” shall mean (i) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization, readjustment, composition or other similar case or proceeding relating to the Maker or its property, (ii) any liquidation, dissolution, reorganization or winding up of the Maker, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (iii) any assignment for the benefit or creditors or any other marshalling of Maker’s property.

“ Paid-in-Full ” or “ Payment-in-Full ” means with respect to the Senior Indebtedness, (i) the payment in full in cash of all outstanding Senior Indebtedness (other than contingent indemnity obligations to the extent that no claim giving rise thereto has been asserted), (ii) the termination of all commitments to extend credit that would constitute Senior Indebtedness and (iii) the termination or cash collateralization of letters of credit in an amount not to exceed 105% of the face amount of such obligations; provided that in no event shall a refinancing or restatement of the Senior Indebtedness constitute Payment-in-Full or Paid-in-Full of such Senior Indebtedness.

“ Senior Agent ” means Bank of America, N.A. in its capacity as the administrative agent and collateral agent under the Senior Credit Agreement, together with its successors and assigns, any successor agent for the holders of any Senior Indebtedness.

“ Senior Credit Agreement ” shall mean that certain Amended and Restated Credit and Guaranty Agreement, dated as of August 2, 2013, by and among The Providence Service Corporation, as Borrower, certain of its domestic subsidiaries as guarantors, Bank of America, N.A. as Administrative Agent, and the other lenders party thereto from time to time, dated as of as amended, restated, modified, supplemented, increased, (including amendments which increase the principal amount thereof and interest and fees thereon), replaced or refinanced from time to time, all other agreements executed or delivered pursuant thereto or in connection therewith or replacement thereof and all other agreements evidencing obligations secured thereunder.

“ Senior Default ” means an Event of Default as defined in the Senior Credit Agreement.

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“ Senior Indebtedness ” means all amounts payable by the Maker under the Senior Credit Agreement including any interest, fees, premium, expenses and other charges that accrue before or after any Proceeding at the rate provided in the Senior Credit Agreement irrespective of whether such interest, fees, premium, expenses and other charges are allowed as a claim in any Proceeding.

“ Standstill Period ” means a time period continuing for 270 consecutive days after the date of delivery of written notice by any Payee of this Note to the Senior Agent stating that (A) an Event of Default under this Note has occurred and is continuing thereunder, and (B) such Payee intends to demand, or has demanded, the repayment of all the principal outstanding under the Note; provided further that such Standstill Period shall be extended after such 270 day period for so long as the Senior Agent has commenced (or attempted to commence or given notice of its intent to commence) and is diligently continuing the exercise of any of its rights or remedies with respect to the Senior Indebtedness.

“ Subordinated Note Documents ” means the Note and all other agreements and instruments now or hereafter executed pursuant thereto or in connection therewith in each case as such agreements and instruments may be amended (including any amendment and restatement thereof), supplemented, waived or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring all or any portion of the indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other purchaser or group of purchasers, in each case, subject to the limitations hereof.

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Exhibit 10.3

EXECUTION VERSION

STANDBY PURCHASE AGREEMENT

This STANDBY PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into on October 23, 2014, by and among Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Partners II, L.P., a Delaware limited partnership, Coliseum Capital Co-Invest, L.P., a Delaware limited liability company, and Blackwell Partners, LLC, a Georgia limited liability company (each, a “ Standby Purchaser ”, and collectively, the “ Standby Purchasers ”), and The Providence Service Corporation, a Delaware corporation (the “ Company ”).

RECITALS

WHEREAS, the Company proposes to distribute, at no charge, to each holder of record of shares of common stock, par value $0.001 per share, of the Company (the “ Common Stock ”) on a record date to be set by the Board of Directors of the Company (the “ Record Date ”) non-transferable rights (the “ Rights ”) to subscribe for and purchase (the “ Rights Offering ”) shares of Series A Preferred Stock, par value $0.001 (the “ Preferred Stock ”), governed by a certificate of designation to be negotiated in good faith by the parties on the terms and conditions set forth in the term sheet (the “ Term Sheet ”) set forth on Exhibit A hereto;

WHEREAS, certain shares of the Preferred Stock may be converted into, or exchanged for, Series A-1 Preferred Stock, par value $.001 (the “ Series A-1 Preferred Stock ”), governed by a certificate of designation to be negotiated in good faith by the parties on the terms and conditions set forth in the Term Sheet;

WHEREAS, the Company desires to raise a total of $65,500,000 in connection with the Rights Offering;

WHEREAS, in connection with the Rights Offering, the Company’s stockholders of record as of the Record Date will receive a specified number of Rights for each share of Common Stock held as of the Record Date to purchase a specified number of shares of Preferred Stock;

WHEREAS, each whole Right will entitle the holder thereof to purchase one share of Preferred Stock (the “ Subscription Privilege ”) at a specified price equal to $100.00 (the “ Subscription Price ”) and at a specified conversion price equal to $39.88, which is equal to the closing price of the Common Stock on the NASDAQ Stock Market on October 22, 2014;

WHEREAS, on the date hereof, the Company issued to the Standby Purchasers a 14% unsecured subordinated note in aggregate principal amount of $65,500,000 (the “ Note ”), pursuant to which the Company is obligated to pre-pay the Note, in whole or in part, with the net proceeds the Company receives from the Rights Offering, including from the Standby Offering (as defined below); and

WHEREAS, as further consideration for purchasing the Note and in order to facilitate the Rights Offering, the Standby Purchasers have agreed and committed to purchase at the Subscription Price, subject to the terms and conditions of this Agreement, any shares of Preferred Stock that are not exercised pursuant to the Subscription Privilege in the Rights Offering (the “ Unsubscribed Shares ” and such offering, the “ Standby Offering ”), in exchange for a backstop commitment fee of $2,947,500 (the “ Backstop Fee ”), to be paid as of the date hereof.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:

Section 1. Standby Purchase Commitment .

(a) Standby Purchase Commitment . Subject to the terms and conditions of this Agreement, if and to the extent Unsubscribed Shares are not purchased by the Company’s stockholders pursuant to the exercise of Rights in connection with the Rights Offering, each Standby Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to such Standby Purchaser, at the Subscription Price a percentage, as set forth opposite such Standby Purchaser’s name on Exhibit B (with respect to each Standby Purchaser, its

“ Percentage ”), of all such Unsubscribed Shares, up to the full amount of shares of Preferred Stock offered by the Company in the Rights Offering (the “ Commitment Amount ”). Subject to the terms and conditions of this Agreement, each Standby Purchaser affirms its agreement to its Percentage of the Commitment Amount.

(b) Allocation of Unsubscribed Shares . Promptly following the expiration of the Rights Offering, the Company will determine the amount of Unsubscribed Shares. Upon the Company’s determination of the number of Unsubscribed Shares, the Company promptly will notify each Standby Purchaser in writing of the amount of Preferred Stock to be purchased by it, which amount may be less than the Commitment Amount (the “ Allocated Amount ”).

(c) Closing . On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the closing of the purchase and sale of the Allocated Amount (the “ Closing ”) shall take place at the offices of the Company at 10:00 a.m., New York time, on the third business day following the closing of the Rights Offering, or such other place, time or date as may be determined by the parties hereto (the “ Closing Date ”). At the Closing, the Company shall deliver or cause to be delivered to each Standby Purchaser (or its designee) one or more certificates (or evidence of book-entry records) representing the shares of Preferred Stock issued to such Standby Purchaser (or its designee) in respect of the Allocated Amount, and such Standby Purchaser shall deliver (or cause to be delivered) to the Company, by wire transfer of immediately available funds, the aggregate Subscription Price relating to such shares of Preferred Stock. The Standby Purchasers may, at or prior to the Closing, reallocate the Percentages among themselves in their discretion, but each Standby Purchaser shall remain severally liable for its original Percentage.

(d) Backstop Fee . On the date hereof, the Company shall deliver (or cause to be delivered) to each Standby Purchaser, by wire transfer of immediately available funds, its Percentage of the Backstop Fee.

(e) Additional Series A Preferred Stock . As additional consideration for the Standby Offering, if the Rights Offering is consummated, the Standby Purchasers shall then have the option, for thirty (30) days following the consummation of the Rights Offering (the “ Option Period ”), to purchase up to $15.0 million in aggregate amount of Preferred Stock and/or Series A-1 Preferred Stock, as the case may be, (the “ Additional Preferred Stock ”) at a price per share equal to 105% of the Subscription Price. (For the avoidance of doubt, if such option is exercised in full, the Standby Purchasers would pay an aggregate exercise price of $15.75 million and receive 150,000 shares of Series A Preferred Stock.) If the Standby Purchasers desire to purchase any such shares of Additional Preferred Stock during the Option Period, the Standby Purchasers shall deliver to the Company a written notice (the “ Exercise Notice ”) during the Option Period that the Standby Purchasers are exercising such option. The Exercise Notice shall specify the number of shares of Additional Preferred Stock to be purchased (the “ Exercise Shares ”) by each Standby Purchaser, and the total price for such Exercise Shares (the “ Exercise Price ”). Five (5) business days following receipt of the Exercise Notice, the Standby Purchasers shall deliver, by wire transfer of immediately available funds, the aggregate Exercise Price to the Company, and the Company shall promptly deliver such Exercise Shares against receipt of the Exercise Price.

Section 2. Representations and Warranties of the Standby Purchaser .  Each Standby Purchaser, severally, not jointly, represents and warrants to the Company as follows:

(a) Existence and Good Standing; Authority . Such Standby Purchaser is validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to carry on its business as now conducted.

(b) Authorization of Agreement; Enforceability . This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser. This Agreement is valid, binding and enforceable against such Standby Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

(c) Accredited Investor . Such Standby Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”).

(d) Information; Knowledge of Business . Such Standby Purchaser is familiar with the business in which the Company is engaged. Such Standby Purchaser has knowledge and experience in financial and business matters; is familiar with the investments of the type that it is undertaking to purchase; is fully aware of the problems and risks involved in making an investment of this type; and is capable of evaluating the merits

and risks of this investment. Such Standby Purchaser acknowledges that, prior to executing this Agreement, it (and each of its representatives) has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company.

(e) Availability of Funds . Such Standby Purchaser has available sufficient funds to pay its Percentage of the full Commitment Amount if needed.

(f) Investment Intent . Such Standby Purchaser is acquiring its shares of Preferred Stock, and if applicable, Series A-1 Preferred Stock, for its own account, with the intention of holding such shares for investment purposes and with no present intention of participating, directly or indirectly, in a distribution of such shares in violation of applicable securities laws, and such Standby Purchaser will not make any sale, transfer or other disposition of such shares for a period of six months from the Closing Date.

(g) No Manipulation or Stabilization of Price . Such Standby Purchaser has not taken and will not take, directly or indirectly, any action designed to, or that would constitute or that might reasonably be expected to, cause or result in, under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or otherwise, stabilization or manipulation of the price of any security of the Company in order to facilitate the sale or resale of any securities of the Company, and such Standby Purchaser is not aware of any such action taken or to be taken by any person.

Section 3. Representations and Warranties of the Company . The Company represents and warrants to the Standby Purchasers as follows:

(a) Existence and Good Standing; Authority . The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.

(b) Authorization of Agreement; Enforceability . This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

(c) Due Authorization and Issuance of Shares .

(i) All of the shares of Preferred Stock to be issued pursuant to this Agreement (including the Additional Preferred Stock) will have been duly authorized for issuance prior to the Closing, and, when issued and distributed as set forth in the prospectus to be filed by the Company with the Securities and Exchange Commission (the “ Commission ”) in connection with the Rights Offering (the “ Prospectus ”) (or, with respect to the Additional Preferred Stock, when paid for and issued in accordance with Section 1(e) hereof), will be validly issued, fully paid and non-assessable; and none of such shares of Preferred Stock will have been issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound.

(ii) The Additional Preferred Stock will have been duly authorized for issuance prior to the Closing, and, when paid for and issued in accordance with Section 1(e) hereof, will be validly issued, fully paid and non-assessable; and none of such shares of Preferred Stock will have been issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound.

(iii) The Series A-1 Preferred Stock issuable upon the conversion or exchange of the Preferred Stock, will have been duly authorized for issuance prior to the Closing, and, when so issued, or when paid for and issued in accordance with Section 1(e), as applicable, will be validly issued, fully paid and non-assessable; and none of such shares of Series A-1 Preferred Stock will have been issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound.

(iv) The shares of Common Stock issuable upon conversion of the Preferred Stock (including the Additional Preferred Stock) and the Series A-1 Preferred Stock, will have been duly authorized for issuance prior to the Closing, and, when so issued, will be validly issued, fully paid and non-assessable; and none of such shares of Common Stock will have been issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s certificate of incorporation, as amended, the Company’s bylaws, as amended, or any material agreement or instrument to which the Company is a party or by which it is bound, and the holders thereof shall be entitled to all rights accorded to a holder of Common Stock.

(d) No Conflicts . The Company is not in violation of its amended and restated certificate of incorporation or amended and restated bylaws, as amended, or in default under any agreement, indenture or instrument to which the Company is a party, the effect of which violation or default could reasonably be expected to have a material adverse effect on the Company, and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not conflict with, or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company pursuant to the terms of any agreement, indenture or instrument to which the Company is a party which lien, charge or encumbrance could reasonably be expected to have a material adverse effect on the Company, or result in a violation of the amended and restated certificate of incorporation or amended and restated bylaws of the Company or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company or any of its property; and, except as required by the Securities Act, the Exchange Act, and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement.

(e) Capitalization . Exhibit C sets forth, as of the date set forth therein, the authorized capital stock of the Company, the issued and outstanding shares, and any other equity interests of the Company (including without limitation those equity interests reserved under any option plan or similar agreement). Except as set forth on Exhibit C , or as set forth or otherwise disclosed in the Company’s Commission Documents (as defined below) or any exhibits thereto, and as of the date hereof, there are no (i) outstanding options, warrants, rights (including conversion rights, preemptive or similar rights, rights of first refusal, and registration rights), proxy or stockholder agreements, or agreements, arrangements or commitments of any kind for the purchase or acquisition from the Company of any issued or unissued securities, in each case to which the Company is a party or by which the Company is bound; (ii) there are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity interests in, the Company; and (iii) there are no voting trusts, proxies or other agreements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of the capital stock of the Company.

(f) Commission Documents, Financial Statements . Since January 1, 2011, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”) and each subsequently filed Form 10-Q (collectively, the “Form 10-Q”) complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and each Form 10-Q and the Form 10-K did not contain any untrue statement of a material fact or omit to state a 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. As of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Section 4. Conditions to Closing .

(a) Conditions to Both Parties’ Obligations . The obligations of the Company and the Standby Purchasers to consummate the transactions contemplated hereunder in connection with the Standby Offering are subject to the fulfillment, prior to or on the Closing Date, of the following conditions:

(i) the Rights Offering shall have been consummated in accordance with the terms and conditions described in the Prospectus; and

(ii) no judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Standby Offering or the transactions contemplated by this Agreement.

(b) Conditions to Company’s Obligations . The obligations of the Company to consummate the transactions contemplated hereunder in connection with the Standby Offering are subject to the fulfillment, prior to or on the Closing Date, of the following conditions, which may be waived by the Company in its sole discretion:

(i) the representations and warranties of the Standby Purchasers in  Section 2  shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made as of such date; and

(ii) the Standby Purchasers shall have performed all of their obligations hereunder.

(c) Conditions to Standby Purchaser’s Obligations . The obligations of the Standby Purchasers to consummate the transactions contemplated hereunder in connection with the Standby Offering are subject to the fulfillment, prior to or on the Closing Date, of the following conditions which may be waived by the Standby Purchasers in their sole discretion:

(i) the representations and warranties of the Company in  Section 3  shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made as of such date;

(ii) the Company shall have performed all of its obligations hereunder; and

(iii) the certificates of designations for each of the Preferred Stock and the Series A-1 Preferred Stock, in form reasonably acceptable to the Standby Purchaser, shall have been filed with the Secretary of State of the State of Delaware.

Section 5. Survival .  The representations and warranties of the parties contained in this Agreement or in any certificate delivered hereunder shall survive the Closing hereunder.

Section 6. Covenants .

(a) SEC Filings . The Company shall file a registration statement on Form S-3 relating to the Rights Offering (the “ Registration Statement ”) with the Commission, and shall use best efforts to cause the Registration Statement to become effective and to commence and consummate the Rights Offering (the terms of which shall provide, among other things, (i) a subscription period equal to thirty (30) days, and (ii) no over-subscription privileges). The Company agrees, as soon as reasonably practicable after the Company is advised or obtains knowledge thereof, to advise the Standby Purchasers with a confirmation in writing, of (i) the time when any amendment or supplement to the Prospectus has been filed, (ii) the issuance by the Commission of any stop order, or of the initiation or threatening of any proceeding, suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto, (iii) the issuance by any state securities commission of any notice of any proceedings for the suspension of the qualification of the shares of Preferred Stock for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for such purpose, (iv) the receipt of any comments from the Commission directed toward the Registration Statement or any document incorporated therein by reference, and (v) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. The Company shall use its commercially reasonable efforts to prevent the issuance of any such order or the imposition of any such suspension and, if any such order is issued or suspension is imposed, to obtain the withdrawal thereof as promptly as possible.

(b) Information About Standby Purchasers . Each Standby Purchaser agrees to furnish to the Company all information with respect to such Standby Purchaser that may be necessary or appropriate, and any information furnished to the Company for the Prospectus by such Standby Purchaser shall not contain any untrue statement of material fact or omit to state a material fact required to be stated in the Prospectus or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) Public Announcements . Neither the Company nor the Standby Purchasers shall issue any public announcement, statement or other disclosure with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party hereto, which consent shall not be unreasonably withheld or delayed, except if such public announcement, statement or other disclosure is required by applicable law or applicable stock market regulations, in which case the disclosing party shall consult in advance with respect to such disclosure with the other party to the extent reasonably practicable.

(d) NASDAQ Listing . The Company shall cause the shares of Common Stock underlying each of the Preferred Stock and any Additional Preferred Stock, issued to the Standby Purchasers hereunder to be listed on the NASDAQ Capital Market.

(e) Restrictive Legend . The Standby Purchasers acknowledge and agree that Preferred Stock and Series A-1 Preferred Stock issued pursuant to this Agreement and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, conversion of such securities, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear restrictive legends in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PROVIDENCE SERVICE CORPORATION (THE “COMPANY”) OR OTHERWISE AS PERMITTED BY LAW.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any such securities upon which it is stamped, if such securities are registered for sale under an effective registration statement filed under the Securities Act or if such securities are proposed to be sold pursuant to an exemption from registration and the Company receives an opinion of counsel reasonably satisfactory to it with respect to compliance with such exemption.

(f) Certificates of Designations . The parties shall negotiate in good faith the terms and conditions of the certificates of designation for the Preferred Stock and the Series A-1 Preferred Stock in accordance with the Term Sheet.

(g) Exchange Agreement . The parties shall have executed an exchange agreement substantially in the form attached hereto as Exhibit D .

Section 7. Termination .

(a) By the Standby Purchasers . The Standby Purchasers may terminate this Agreement if the Company materially breaches its obligations under this Agreement and such breach is not cured within ten business days following written notice to the Company.

(b) By the Company . The Company may terminate this Agreement (i) if consummation of the Rights Offering and/or the Standby Offering is prohibited by applicable law, rules or regulations, or (iii) if the Standby Purchasers materially breach their obligations under this Agreement and such breach is not cured within ten business days following written notice to the Standby Purchasers.

(c) Other . Any of the parties hereto may terminate this Agreement if the transactions contemplated are not consummated by August 31, 2015. In addition, this Agreement shall terminate upon the parties’ mutual consent.

(d) Effect of Termination . The Company and the Standby Purchasers hereby agree that any termination of this Agreement pursuant to this  Section 7  (other than termination by one party in the event of a breach of this Agreement by the other party or a misrepresentation of any of the statements made hereby by the other party), shall be without liability to the Company or the Standby Purchasers; provided, however, that the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10 hereof.

Section 8. Notices .  All notices, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed given or made (a) on the date delivered if delivered in person, (b) on the third (3rd) business day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid) or (c) on the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows:

If to the Company:

Providence Service Corporation

64 E Broadway Blvd.

Tucson, AZ 85701

Facsimile: (520) 747-6605

Attention: General Counsel

With a copy (which shall not constitute notice to the Company) to:

Paul Hastings LLP

75 East 55th Street

New York, NY 10022

Facsimile: (212) 230-7777

Attention: Barry A. Brooks

If to the Standby Purchasers, as provided on the signature page hereto.

With a copy (which shall not constitute notice to the Standby Purchasers) to:

Gibbons P.C.

One Pennsylvania Plaza, 37th Floor

New York, New York 10119

Attention: Frank T. Cannone

Facsimile: 973-639-8340

or to such other representative or at such other address of a party as such party hereto may furnish to the other parties in writing in accordance with this  Section 8 .

Section 9. Entire Agreement .  This Agreement constitutes the entire agreement and understanding among the Standby Purchasers and the Company, and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 10. Indemnification .

(a) To the fullest extent permitted by law, each Standby Purchaser, severally, not jointly, hereby agrees to indemnify and hold harmless the Company, its affiliates, and their respective directors, officers and authorized agents from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of any breach of any representation, warranty, covenant or undertaking made by or on behalf of such Standby Purchaser in this Agreement.

(b) To the fullest extent permitted by law, the Company hereby agrees to, indemnify and hold harmless the Standby Purchasers, their affiliates, and their respective directors, officers and authorized agents

from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of (i) any breach of any representation, warranty, covenant or undertaking made by or on behalf of the Company in this Agreement and (ii) the transactions contemplated hereby and the Note, except to the extent that any such losses, claims, damages, expenses and liabilities are attributable to the gross negligence, willful misconduct or fraud of such Standby Purchaser, their affiliates, and their respective directors, officers or authorized agents. Notwithstanding the foregoing, indemnification rights set forth in the foregoing sentence shall not apply to or be for the benefit of any person that is a director, officer or employee of the Company in such capacity.

Section 11. Governing Law .  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware.

Section 12. Several Liability . Each Standby Purchaser shall be severally, not jointly with the other Standby Purchasers, liable for the due and timely compliance with and performance of each of the terms, conditions, covenants and obligations of such Standby Purchaser set forth in this Agreement.

Section 13. Amendments .  This Agreement may be modified or amended only with the written consent of the Company and the Standby Purchasers.

Section 14. Severability .  If any provision of this Agreement shall be invalid under the applicable law of any jurisdiction, the remainder of this Agreement shall not be affected thereby.

Section 15. Miscellaneous .

(a) Notwithstanding any term to the contrary herein, no person other than the Company or the Standby Purchasers shall be entitled to rely on and/or have the benefit of, as a third party beneficiary or under any other theory, any of the representations, warranties, agreements, covenants or other provisions of this Agreement.

(b) The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of this Agreement.

(c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument.

(d) The Standby Purchasers shall not assign this Agreement or any of its rights hereunder without the Company’s prior written consent.

(e) The Company shall pay its own costs and expenses and all reasonable, out-of-pocket and documented legal fees of the Standby Purchasers incurred in connection with the Rights Offering, the Standby Offering and the other transactions contemplated by this Agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Standby Purchasers have executed this Agreement on and as of the date first set forth above.

EXHIBIT A

Term Sheet

(see attached)

EXHIBIT C

Capitalization

Exhibit D

Form of Exchange Agreement