Common use of INDEX OF DEFINED TERMS Clause in Contracts

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 ACA 25 Acquired Company Confidential Information 68 Acquisition Proposal 58 Additional Equity Financing 65 Additional Escrow Account 9 Additional Escrow Claim 72 Additional Escrow Payout Schedule 11 Adjustment Amount Payout Schedule 11 Adjustment Unit Escrow Account 9 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Allocation 68 Alternative Financing 62 Alternative Transaction 58 Base Balance Sheet 22 Business Combination 81 Cash Consideration Payout Schedule 11 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 3 Class I Directors 59 Class II Directors 59 Class III Directors 59 Closing 2 3 Closing Adjustment Statement 13 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 3 Companies Laws 1 Company 1 Company Common Stock Disclosure Schedule 19 Company Equity Holder Support Agreement 2 Company Non-Recourse Party 109 Company Sale 18 Company Securityholder Representative 1 Company Recommendation 1 Sponsor Director Support Agreement 2 Company Stock Certificates 6 Sponsor Stockholders Agreement 8 Company Takeover Proposal 48 Sponsor Support Agreement 2 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 Support Agreements 2 control 84 controlled by 84 D&O Tail Premium 55 Indemnitees 73 Debt Commitment Letter 40 Debt Financing 40 DGCL 1 Disclosure DLLCA 1 Domestication 1 Earn Out Payout Schedule 18 Dissenting Shares 18 11 Earned Earn Out Units 17 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 3 Enforcement Exceptions 20 Equity Consideration Payout Schedule 11 Estimated Closing Adjustment 13 Estimated Closing Adjustment Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 13 Excess Amount 16 Exchange Act 41 Exchange Fund 6 Agreement 7 Excluded Financing Expenses 64 Final Closing Adjustment 13 Final Closing Adjustment Statement 12 Financial Statement Date 31 13 Financial Statements 31 FLSA 37 22 Flow-Through Tax Item 69 Founder Stockholders Agreement 8 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 13 Group 18 Material Adverse Effect 18 Intended Tax Treatment 68 IPO 81 IRS 25 100 Letter of Transmittal 12 Material Contracts 26 28 Material Permits 27 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Sub 1 Merger Sub Equity Holder Written Consent 1 Obligated Person 64 Owned Intellectual Property 24 Most Recent Balance Sheet Date 22 NCP Contingent Payment Escrow Account 9 NCP Contingent Payment Escrow Amount 9 NCP Contingent Payment Remaining Amount 16 NCP Contingent Payment Remaining Amount Payout Schedule 11 Objection Notice 14 Organization Agreement 7 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Class A Share Certificate 9 Parent Class A Shares 36 Parent Class B Share Certificate 9 Parent Class B Shares 36 Parent Common Stock 36 Parent Disclosure Schedule 35 Parent Equity Holder Meeting 55 Parent Financials 42 Parent Non-Recourse Party 110 Parent Related Party 44 Parent Sponsor Director Support Agreement 2 Parent Warrants 36 Parties 1 Party 1 Paying and Exchange Agent 12 Paying and Exchange Agent Agreement 12 Post-Closing Directors 59 Post-Closing Pubco Board 59 Prospectus 81 Proxy Statement 12 Receivables 31 55 Public Certifications 42 Public Stockholders 81 Redemption 44 Registration Rights Agreement 7 Registration Statement 55 Remaining Amount 15 SEC Reports 42 Stock Price Earn-Out Statement 17 Stockholders Agreement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative Surviving Company 1 Subsidiaries 21 Surviving Entity Company Amended and Restated Limited Liability Company Agreement 3 Surviving Pubco 1 Surviving Pubco Bylaws 67 Surviving Pubco Charter 67 Surviving Pubco Class V Share Subscription Agreement 7 Surviving Pubco Plans 74 Surviving Pubco Public Warrants 2 Target Indemnified Person 61 Target Net Working Capital 11 Surviving Pubco Warrants 2 Tax 35 Partnership Matters Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only Receivable Agreement 7 Top Merchant 32 Top Merchants 32 Top Vendor 32 Top Vendors 32 Transfer Taxes 69 Trust Account 81 Trust Agreement 44 Trustee 44 under common control with respect to those Sections of this 84 Voting Matters 55 Waiver Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).2 Withdrawing Director 59 101

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 ​ ​ ​ Acquiror Indemnified Person 60 Action 22 Agreement ‌ 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Acquiror Bank ‌ 62 Acquiror Benefit Plan ‌ 62 Acquiror Board ‌ 62 Acquiror Bylaws ‌ 62 Acquiror Capital Stock ‌ 62 Acquiror Capitalization Date ‌ 30 Acquiror Certificate of Incorporation ‌ 61 Acquiror Common Stock ‌ 62 Acquiror Disclosure Schedules ‌ 70 Acquiror ERISA Affiliate ‌ 62 Acquiror Financial Statements 56 Benefit Plan 32 ‌ 31 Acquiror Preferred Stock ‌ 30 Acquiror SEC Reports ‌ 62 Acquiror Stock Issuance ‌ 62 Acquisition Proposal ‌ 62 Affiliate ‌ 63 Agreement ‌ 1 Applicable Mortgage Business Requirements ‌ 63 Articles of Merger ‌ 2 Bank ‌ 63 Bank Merger ‌ 63 Business Day ‌ 63 Call Report ‌ 63 Certificate of Merger ‌ 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 CIC Payment ‌ 49 Closing ‌ 2 Closing Date 2 Acquiror Common Stock Price ‌ 63 Closing Date Indebtedness 5 Closing ‌ 2 Code ‌ 63 Company ‌ 1 Company Adverse Recommendation ‌ 39 Company Articles of Incorporation ‌ 63 Company Benefit Plan ‌ 63 Company Board ‌ 64 Company Bylaws ‌ 64 Company Capital Stock ‌ 64 Company Capitalization Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 ‌ 9 Company Common Stock 1 ‌ 64 Company Recommendation 1 Disclosure Schedules ‌ 70 Company Employees ‌ 37 Company ERISA Affiliate ‌ 64 Company Financial Statements ‌ 10 Company Investment Securities ‌ 27 Company Loans ‌ 13 Company Material Contract ‌ 22 ​ ​ Company Permitted Exceptions ‌ 12 Company Real Estate ‌ 64 Company Shareholder Approval ‌ 64 Company Shareholders’ Meeting ‌ 39 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses ‌ 5 Confidentiality Agreement 52 Continuing ‌ 34 Consulting Agreement ‌ 40 Contemplated Transactions ‌ 64 Contract ‌ 64 Control,” ”Controlling” or ”Controlled ‌ 64 Conversion Fund ‌ 5 Covered Employees ‌ 48 Contracts 26 D&O Tail Premium 55 CRA ‌ 64 Deposit Insurance Fund ‌ 65 Derivative Transactions ‌ 65 DGCL 1 Disclosure Schedule 18 Dissenting ‌ 65 Dissenters’ Shares 18 ‌ 6 DOL ‌ 65 Effective Time ‌ 2 Encumbrance 30 Environment ‌ 65 Environmental Laws 39 Environmental Liabilities 39 ‌ 65 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 ‌ 65 Exchange Act 41 ‌ 65 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 Agent ‌ 4 Existing D&O Policy ‌ 45 FDIC ‌ 65 Federal Reserve ‌ 65 GAAP 29 Government Programs 40 Governmental Authority 22 ‌ 65 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 ‌ 65 IBCA ‌ 65 Immediate Family Member ‌ 65 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Party ‌ 44 IRS ‌ 66 Knowledge ‌ 66 Legal Requirement ‌ 66 Letter of Transmittal ‌ 5 Lien ‌ 66 Material Adverse Effect 18 Material Contracts 26 ‌ 66 Merger ‌ 1 MergerCo ‌ 1 Mid-Tier Merger ‌ 1 Mid-Tier Merger Agreement ‌ 3 Mortgage Agency ‌ 67 Mortgage Loan ‌ 67 NASDAQ Rules ‌ 67 New Plans ‌ 49 viii ​ Old Plans ‌ 49 Order ‌ 67 Ordinary Course of Business ‌ 67 OREO ‌ 67 Outstanding Company Shares ‌ 67 PBGC ‌ 67 Per Share Cash Consideration ‌ 4 Per Share Merger Consideration ‌ 3 Merger Per Share Stock Consideration ‌ 4 Person ‌ 67 Previously Disclosed ‌ 70 Proceeding ‌ 68 Proxy Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 ‌ 68 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 ‌ 68 Regulatory Authority ‌ 68 Remediation Cost ‌ 68 Representative ‌ 68 Requisite Regulatory Approvals ‌ 68 Restrictive Covenant Agreements ‌ 1 Schedules ‌ 70 SEC 8 ‌ 68 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 ‌ 68 Shareholder Agreement ‌ 9 Subsidiary ‌ 68 Superior Proposal ‌ 68 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 ‌ 1 Tax 35 Tax Authority 34 ‌ 69 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 ‌ 69 Termination Date ‌ 54 Termination Fee ‌ 57 Third Party Consents ‌ 9 Total Payments ‌ 50 Transition Date ‌ 69 U.S. ‌ 69 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Monthly Financial Statements ‌ 34 ​ ix ​ ​ ​ x ​ ​

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Bxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 15 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6September 14, 20072011, by between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and among Charter LCI CorporationMxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of October 1, a Delaware corporation 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”), PRSC Acquisition Corporationcustodian (in such capacity, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (the “Merger SubCustodian”), andcertificate administrator (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Certificate Administrator”), CLCI Agentcertificate registrar and authenticating agent, LLCMidland Loan Services, a Delaware limited liability companyDivision of PNC Bank, National Association, as special servicer (the representative of “Special Servicer”), U.S. Bank National Association, as trustee (the Sellers “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other persons identified in Section 9 hereof mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Stockholders’ RepresentativeCertificates”).. The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Mortgage Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 7 Bxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Mortgage File 3 Underwriters 1 Company Common Stock Mortgage Loan Schedule 2 Underwriting Agreement 1 Company Recommendation Mortgage Loans 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated July 24, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) is made as of November 6and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of August 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Merger SubMaster Servicer”), andcertificate administrator (in such capacity, only with respect the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of this Agreement expressly applicable America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class XB, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller Party hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 21, 2013, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Delaware corporation Division of PNC Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”) and special servicer (in such capacity, the “Special Servicer”), PRSC Acquisition CorporationXxxxx Fargo Bank, a Delaware corporation and a directNational Association, wholly-owned subsidiary of Parent as trustee (in such capacity, the “Merger SubTrustee”), andcertificate administrator (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Certificate Administrator”), CLCI Agentcertificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, a Delaware limited liability company, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Ancillary Agreements Mortgage Loans 1 Bank of America Lender Successor MOU 26 Borrower Right 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Reporting Information 14 Dispute 20 Seller’s Information 13 Final Judicial Determination 20 Special Servicer 1 Final Memorandum 1 Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trustee 1 Master Servicer 1 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Breach 16 Underwriters 1 Company Common Stock Material Document Defect 16 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6January 9, 20072013, by between Bank of America, National Association (“Seller”) and among Charter LCI CorporationXxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Delaware corporation Division of PNC Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”) and special servicer (the “Special Servicer”), PRSC Acquisition CorporationU.S. Bank National Association, a Delaware corporation and a directas trustee (in such capacity, wholly-owned subsidiary of Parent (the “Merger SubTrustee”), andcertificate administrator (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Certificate Administrator”), CLCI Agentcertificate registrar and authenticating agent, Xxxxx Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, a Delaware limited liability company, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator Alternative Acquisition Agreement 26 Applicable Date 12 Assets Bankruptcy and Equity Exceptions 9 Cap 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 3 Clearance Date 28 Closing 2 3 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 3 Common Stockholder Approval 9 Company Assets 10 Company Board 1 Company Board Recommendation 1 Company Certificates 4 Company Common Stock 1 Company Recommendation 1 Contracts 15 Company Stock Certificates 6 Convertible Note 5 Company Takeover Proposal 48 Disclosure Letter 8 Company Transaction Expenses 5 Confidentiality Financial Advisor 18 Company Organizational Documents 9 Company Parties 39 Company Permits 17 Company Proxy Materials 28 Company Proxy Statement 9 Company Rights Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 11 Company SEC Reports 12 Company Stockholders Meeting 9 Converted Share 4 Converted Shares 4 Courts 45 DGCL 1 Disclosure Schedule 18 Dissenting Share 8 Dissenting Shares 18 8 Effective Time 2 Encumbrance 30 3 Electronic Delivery 48 Environmental Laws 39 16 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Matters 16 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 10 Excluded Shares 4 Expenses 33 Expenses Reimbursement 38 GAAP 29 Government Programs 40 13 Go-Shop Period 33 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Entity 9 Indemnification Threshold 61 Expenses 30 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment 30 Legal Actions 15 Liabilities 14 Management Services Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 25 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 ModusLink CVR 4 ModusLink CVR Agreement 2 NYSE 20 Outside Date 36 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Assets 20 Parent LPA 2 Parties 1 Party 1 Payment Agent 5 Payment Fund 5 Per Share Cash Merger Consideration 4 Per Share Merger Consideration 4 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required 17 Preferred Stockholder Approval 40 9 Representatives 24 Rights Agent 2 Xxxxxxxx-Xxxxx Act 12 Schedule 13E-3 27 SEC 8 9 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 10 Special Committee 1 Subsidiaries 21 Special Committee Recommendation 1 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Bylaws 3 Surviving Charter 3 Surviving Corporation 3 Takeover Statutes 10 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 16 Taxes 16 Termination Fee 38 Transactions 1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER MERGER, dated as of June 12, 2022 (as amended, this “Agreement”) is made as of November 6, 2007), by and among Charter LCI CorporationSteel Partners Holdings L.P., a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation limited partnership (“Parent”), PRSC Acquisition CorporationSP Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), andand Steel Connect, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLCInc., a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof corporation (the “Stockholders’ RepresentativeCompany” and collectively with Parent and Merger Sub, the “Parties” and each, a “Party”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Acquired Partnership 1 Acquired Partnership GP 1 Acquired Partnership LPA 4 Acquisition Proposal 19 affiliate 33 Agreement 1 Ancillary Agreements Board 1 Code 13 Confidential Controlling Partnership Disclosure Schedule 7 Consent Solicitation Documents 16 Consolidated Persons 7 Contract 8 Contributed Interests 9 Controlling Partnership 1 Controlling Partnership GP 1 Controlling Partnership GP Agreement 21 Arbitrator 12 Assets 31 Audited Closing Effect 5 Effective Time 3 Exchange Act 33 Exchange Agreement 21 Fund Holdings 1 Fund Holdings LPA 21 GAAP 5 Governmental Entity 6 Group Partnerships 1 Holdings 1 HSR Act 6 Independent Directors 2 Interim Financial Statements 56 Benefit Plan 32 Certificate of Merger 9 Investment Agreement 21 Investment Company Act 11 KKR Funds 7 KKR Group 9 Liability 3 Liens 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Limited Partner Interests 1 Company Common Stock Lock-Up Agreement 21 Losses 25 Management Holdings 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Management Holdings LPA 21 Material Adverse Effect 18 5 Material Contracts 26 Merger Contract 13 Original Agreement 1 Merger Consideration Outside Date 30 Participant 13 Permits 12 Permitted Liens 6 person 33 Press Release 14 Proceedings 25 Purchase and Sale 2 Purchaser 1 Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP 1 Purchaser LPA 21 Requisite Unitholder Consent 16 Restructuring Transactions 19 Satisfaction Date 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 10 Securities Act 8 10 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries Seller Common Units 2 Seller GP 1 Seller Limited Partnership Agreement 5 Seller Recommendation 16 Specified Information 17 Tax Receivables Agreement 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm Taxes 12 Working Capital Deficit 11 Working Capital Surplus 11 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT This AMENDED AND PLAN OF MERGER THIS AGREEMENT RESTATED PURCHASE AND PLAN OF MERGER SALE AGREEMENT, dated as of July 19, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) ), is made as of November 6, 2007, entered into by and among Charter LCI Corporation(1) KKR & Co. L.P., a Delaware corporation limited partnership (the “CompanyControlling Partnership”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, acting through KKR Management LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof company (the “Stockholders’ RepresentativeControlling Partnership GP”) in its capacity as the general partner of the Controlling Partnership, (2) KKR Private Equity Investors, L.P., a Guernsey limited partnership (the “Seller”), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the “Seller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), acting in its capacity as the general partner of KKR PEI Investments, L.P., a Guernsey limited partnership (the “Acquired Partnership”), and acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.4, Section 5.7, Section 5.10(b) and Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership (“Management Holdings”), acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings (solely for purposes of Section 6), (6) KKR Fund Holdings L.P. (“Fund Holdings”), a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of Fund Holdings (solely for purposes of Section 6) (Management Holdings and Fund Holdings are sometimes collectively referred to herein as the “Group Partnerships”) and (7) KKR Group Holdings L.P. (the “Purchaser”), a Cayman Islands exempted limited partnership, acting through KKR Group Limited, a Cayman limited company (the “Purchaser GP”) in its capacity as the general partner of the Purchaser (solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Bxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation Mortgage Loan Schedule 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6July 13, 20072012, by between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and among Charter LCI CorporationMxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of July 1, a Delaware corporation 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “ParentMaster Servicer”), PRSC Acquisition CorporationMidland Loan Services, a Delaware corporation and a directDivision of PNC Bank, wholly-owned subsidiary of Parent National Association, as special servicer (the “Merger SubSpecial Servicer”), andU.S. Bank National Association, only with respect to those Sections of this Agreement expressly applicable to itas trustee (in such capacity, CLCI Agentthe “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Wxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, a Delaware limited liability company, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 6, 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Additional Obligations 2 Administrative Agent 1 Affiliate 2 appraiser 6 Authorized Officer 2 Authorized Purposes 2 Available Bond Credits 2 Board of Directors 3 Capitalized Lease Liabilities 3 Collateral Agent 1, 31 Corporate Trust Office 3 Cost 3 Credit Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Credit Agreement Event of Default 4 Credit Agreement Obligations 4 Credit Agreement Secured Parties 4 Credit Documents 4 Debt 4 Deed of Trust 1 Deed of Trust Obligations 5 DOT Trustee 5 Enforcement Action 5 engineer 6 Event of Default 5 Excepted Property 5 Execution Date 1 Expert 6 Expert’s Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 6 Fair Value 7 Company First Indenture 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Fraudulent Transfer Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 20 Funded Cash 7 Funded Property 7 Government Programs 40 Obligations 8 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 8 Grantor 1 Grantor Order 8 Indenture Notes 2 Indenture Notes Event of Default 9 Indenture Notes Obligations 9 Indenture Notes Secured Parties 9 Indenture Trustees 9 Indentures 1, 9 Independent 9 Investment Securities 9 Lender 1 Lenders 1 Lien 10 Material Adverse Effect 18 Material Contracts 26 Merger 10 Minimum Sale Price 49 Mortgaged Property 10 Obligations 11 Officer’s Certificate 11 Opinion of Counsel 11 Outstanding 11 Permitted Liens 12 Person 12 Property Additions 12 XXX 00 Xxxxxxxx Money Lien 13 Qualified Bidder 49 Required Secured Parties 14 Responsible Officer 14 Second Indenture 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Secured Parties 14 Secured Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Certificate 14 Secured Party Officer 15 Secured Party Representative 15 Trust Indenture Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 23 XXX 00 Xxxxxx Xxxxxx 15 DEED OF TRUST, SECURITY AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).FIXTURE FILING

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Mortgage Loans 1 Affected Loan(s) 18 Mortgage Note 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Mortgagor 1 Xxxx of Sale 2 MOU 26 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Administrator 1 Officer’s Certificate 7 Certificate Purchase Agreement 1 Other Mortgage Loans 1 Certificates 1 Pooling and Servicing Agreement 1 Closing Date 2 Closing Date Indebtedness Preliminary Memorandum 2 Collateral Information 11 Private Certificates 1 Crossed Mortgage Loans 18 Prospectus Supplement 2 Cure Request 17 Public Certificates 1 Custodian 1 Purchaser 1 Defective Mortgage Loan 18 Repurchase Request 20 Dispute 20 Seller 1 Excluded Mortgage Loan Special Servicer 1 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Seller Reporting Information 14 Final Memorandum 2 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 14 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 17 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 17 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 5, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of June 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Merger SubMaster Servicer”), andexcluded mortgage loan special servicer (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Excluded Mortgage Loan Special Servicer”), CLCI Agentcertificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, LNR Partners, LLC, a Delaware limited liability companyas general special servicer (the “General Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the representative of “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the Sellers “Trustee”). In exchange for the Mortgage Loans and certain other persons identified in Section 9 hereof mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (the “Stockholders’ RepresentativeCertificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement.

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation Mortgage Loan Schedule 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6January 9, 20072013, by between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and among Charter LCI CorporationXxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Delaware corporation Division of PNC Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”) and special servicer (in such capacity, the “Special Servicer”), PRSC Acquisition CorporationU.S. Bank National Association, a Delaware corporation and a directas trustee (in such capacity, wholly-owned subsidiary of Parent (the “Merger SubTrustee”), andcertificate administrator (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Certificate Administrator”), CLCI Agentcertificate registrar and authenticating agent, Xxxxx Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, a Delaware limited liability company, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loan Schedule 1 Affected Loan(s) 17 Mortgage Loans 1 Agreement 1 Ancillary Agreements MOU 25 Bank of America Lender Successor MSMCH 2 Borrower Right 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Bxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Reporting Information 13 Dispute 19 Seller’s Information 13 Final Judicial Determination 20 Special Servicer 1 Final Memorandum 1 Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trustee 1 Master Servicer 1 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Breach 16 Underwriters 1 Company Common Stock Material Document Defect 16 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage File 3 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6July 13, 20072012, by between Bank of America, National Association (“Seller”) and among Charter LCI CorporationMxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of July 1, a Delaware corporation 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “ParentMaster Servicer”), PRSC Acquisition CorporationMidland Loan Services, a Delaware corporation and a directDivision of PNC Bank, wholly-owned subsidiary of Parent National Association, as special servicer (the “Merger SubSpecial Servicer”), andU.S. Bank National Association, only with respect to those Sections of this Agreement expressly applicable to itas trustee (in such capacity, CLCI Agentthe “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Wxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, a Delaware limited liability company, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 6, 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To The following terms used in this Agreement have the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 meanings ascribed to them on the pages indicated below: Acceptable Confidentiality Agreement 58 Acceptance Time 3 Acquisition Agreement 46 Action 22 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 7 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Recommendation 1 Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Certificates 6 Options 13 Company Takeover Proposal 48 Stock Plans 13 Company Transaction Expenses 5 Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 59 Contract 59 Copyrights 30 Covered Securityholders 37 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Domain Names 30 Effective Time 2 Encumbrance 30 6 Employment Compensation Arrangement 37 Environment 20 Environmental Laws 39 Claim 20 Environmental Liabilities 39 Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 32 59 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 59 ESPP 11 Exchange Act 41 2 Exchange Fund 6 8 Existing Credit Agreement 54 Fairness Opinion 37 FAR 25 Filed SEC Documents 12 Final Closing Statement 12 Offering Period 11 Financial Statement Date 31 Advisor 37 Financial Statements 31 FLSA Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 29 Government Programs 40 16 Governmental Authority 22 15 Governmental Authorizations 15 Hazardous Materials 39 21 HSR Act 22 15 Import and Export Laws 19 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 59 Indemnified Person 64 Insurance Policy 35 Party 52 Intellectual Property 24 30 Intellectual Property Assignment Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Labor Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 26 Last Measurement Period 11 Law 19 Lease 30 15 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Liens 13 Marks 30 Material Adverse Effect 18 59 Material Contracts 26 Contract 23 Material Policies 35 Maximum Premium 53 Merger 1 Merger Consideration 3 Closing 5 Merger Closing Date 5 Merger Consideration Statement 5 7 Merger Sub 1 Obligated Person 64 Minimum Tender Condition I-1 Multiemployer Plan 60 Notice of Intended Recommendation Change 47 OFAC 19 Offer 1 Offer Closing 3 Offer Conditions 2 Offer Documents 3 Offer Price 1 Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 24 30 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 401(k) Plan 51 Parent Cash Award 10 Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Party 1 Patents 30 Paying Agent 8 Permitted Encumbrances Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Potential 280G Benefits Recommendation 15 Registered IP 61 Regulatory Condition I-1 Release 21 Representative 61 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 Xxxxxxxx-Xxxxx Act 16 Schedule 14D-9 4 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 Short Performance Period 11 Software 31 Specified Foreign Merger Control Laws 49 Proposed Closing Statement 12 Receivables Subsidiary 61 Superior Proposal 45 Support Agreement 1 Surviving Corporation 5 Surviving Corporation Certificate of Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person Transaction Litigation 49 TSR 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Underwater Option 10 Voting Company Debt 14

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 19 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Bank of America Lender Successor Borrower Right 22 Xxxx of Sale 2 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Closing Date Indebtedness Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 2 Private Certificates 1 Prospectus Supplement 2 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Underwriters 1 Company Common Stock Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated July 24, 0000, xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of August 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Merger SubMaster Servicer”), andcertificate administrator (in such capacity, only with respect the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of this Agreement expressly applicable America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To The following terms, when used herein, shall have the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 66 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 66 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing 49 Covered Employees 48 Contracts 26 D&O Tail Premium 55 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Encumbrance 30 Enforceability Exceptions 25 Environmental Laws 39 Environmental Liabilities 39 25 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 19 Exchange Act 41 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Final Closing Statement Exchange Ratio 2 FDIC 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 Federal Reserve Board 14 GAAP 29 Government Programs 40 11 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 24 Intellectual Property Assignment 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 55 Maryland Department 1 Material Adverse Effect 18 Material Contracts 26 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 3 2 Merger Consideration Statement 5 Merger Sub Value 4 MGCL 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative Superior Proposal 64 Surviving Corporation 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Takeover Statutes 27 Tax 35 Tax Authority 34 19 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 Working Capital Deficit 11 Working Capital Surplus 11 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).MERGER

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Term Page 10-Year Fixed Rate Notes 8 18-Month Floating Rate Notes 7 20-Year Fixed Rate Note 8 2-Year Fixed Rate Notes 7 30-Year Fixed Rate Notes 8 3-Year Fixed Rate Notes 8 3-Year Floating Rate Notes 8 5-Year Fixed Rate Notes 8 5-Year Floating Rate Notes 8 7-Year Fixed Rate Notes 8 Account Control Agreement 31 Acquisition 1 Ancillary Agreements 21 Arbitrator Additional Senior Notes 9 Adjustments 14 Agent Members 16 Alternative Rate 14 Applicable Procedures 2 Base Indenture 1, B-1 Below Investment Grade Rating Event 26 Business Day 2 Calculation Agent 12 Assets Change of Control 27 Change of Control Offer 25 Change of Control Payment 25 Change of Control Payment Date 25 Change of Control Triggering Event 27 Cigna 2 Clearstream 2 Collateral Default 35 Company 1, A-0, X-0 Comparable Treasury Issue 29 Comparable Treasury Price 29 Covenant Defeasance 40 Daily Interest Amount 14 Definitive Note 2 Depository 2 Designated Subsidiary 2 Domestic Subsidiary 2 Euroclear 2 Event of Default 34 Exchange Act 25 Exchange Notes 2 Express Scripts 2 First Supplemental Indenture B-1 Fitch 27 Fixed Rate Make Whole Redemption Price 28 Fixed Rate Notes 8 Floating Rate Interest Payment Date 12 Floating Rate Notes 8 Gxxxxxxxx 00, X-0 Guarantee Release Condition 42 Guarantor B-0 Xxxxxxxxxx 0, X-0 IFA 14 Indenture 1, B-1 Independent Investment Banker 29 Initial Notes 2 Interest Determination Date 13 Interest Payment Date 3 Interest Reset Date 12 Investment Grade Rating 27 LIBOR Alternative Rate Provision 14 LIBOR Event 14 London Business Day 13 Make-Whole Basis Points 29 Mandatorily Redeemable Notes 3 Mxxxx'x 28 nationally recognized statistical rating organization 28 Notes Custodian 3 Notice of Default 34 Offering Memorandum 3 Par Call 28 Par Call Date 29 Permitted Investments 32 person 27 Pledged Property 31 Audited Closing Financial Statements 56 Benefit Plan Primary Treasury Dealer 30 Purchase Agreement 3 QIB 3 Qualified Institutional Buyer 3 Rating Agencies 28 Record Date 3 Redemption Exclusive Control Trigger Event 32 Certificate of Reference Treasury Dealer 30 Reference Treasury Dealer Quotations 30 Registered Exchange Offer 3 Registration Rights Agreement 3 Regular Record Date 11 Regulation S 3 Regulation S Global Note 15 Regulation S Notes 3 Required Merger 2 Change in Company Recommendation 48 Claim 32 Restricted Notes Legend 2, 3 Restricted Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Rule 144 4 Rule 144A 4 Rule 144A Global Note 15 Rule 144A Notes 4 S&P 28 Securities Act 4, A-1 Security Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Segregated Collateral Accounts 31 Senior Notes 8 Special Mandatory Redemption 30 Special Mandatory Redemption Date 31 Financial Statements Special Mandatory Redemption Price 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease Special Mandatory Redemption Trigger Date 30 Leased Real Property Stated Maturity 4 Supplemental Indenture 1, B-1 Transfer Restricted Note 4 Treasury Rate 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger Trigger Date 4 Trustee 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as Use of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Proceeds Exclusive Control Trigger Event 32 voting stock 27

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Accountant's Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 18 Mortgagor 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 MOU 26 Bxxx of Sale 2 Officer’s Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 1 Closing Date 2 Closing Date Indebtedness Private Certificates 1 Collateral Information 11 Prospectus Supplement 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Custodian 1 Repurchase Request 20 Defective Mortgage Loan 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 13 Indemnification Agreement 13 Special Servicer 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Mortgage File 3 Underwriters 1 Company Common Stock Mortgage Loan Schedule 2 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated July 24, 2015, between CIBC Inc. (“Seller”) is made as of November 6and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of August 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Merger SubMaster Servicer”), andcertificate administrator (in such capacity, only with respect the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of this Agreement expressly applicable America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 21, 2013, between CIBC Inc. (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of July 1, 0000 xxxxxxx Xxxxxxxxx, xx xxxxxxxxx, , Xxxxxxx Loan Services, a Delaware corporation Division of PNC Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”) and special servicer (in such capacity, the “Special Servicer”), PRSC Acquisition CorporationXxxxx Fargo Bank, a Delaware corporation and a directNational Association, wholly-owned subsidiary of Parent as trustee (in such capacity, the “Merger SubTrustee”), andcertificate administrator (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Certificate Administrator”), CLCI Agentcertificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, a Delaware limited liability company, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Mortgage Loans 1 Accountant’s Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 19 Mortgagor 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 MOU 26 Xxxx of Sale 2 Officer’s Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 1 Closing Date 2 Closing Date Indebtedness Private Certificates 1 Collateral Information 11 Prospectus Supplement 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Custodian 1 Repurchase Request 20 Defective Mortgage Loan 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 13 Indemnification Agreement 13 Special Servicer 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Mortgage File 3 Underwriters 1 Company Common Stock Mortgage Loan Schedule 2 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated July 24, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of August 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Merger SubMaster Servicer”), andcertificate administrator (in such capacity, only with respect the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of this Agreement expressly applicable America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 7 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 17 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 17 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated January 23, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) and secured by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), The Providence Service Corporation, as described herein. Purchaser will convey the Mortgage Loans to a Delaware corporation trust (the “ParentTrust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of January 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Delaware corporation and a directDivision of PNC Bank, wholly-owned subsidiary of Parent National Association, as master servicer (the “Merger SubMaster Servicer”), andCWCapital Asset Management LLC, only with respect as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of this Agreement expressly applicable America Xxxxxxx Xxxxx Trust 2015-C20, Commercial Mortgage Pass-Through Certificates, Series 2015-C20 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-­B, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 14, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated January 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 10, 2013, between CIBC Inc. (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of October 1, a Delaware corporation 2013 between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”), PRSC Acquisition CorporationMidland Loan Services, a Delaware corporation and a directDivision of PNC Bank, wholly-owned subsidiary of Parent National Association, as special servicer (the “Merger SubSpecial Servicer”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability companyU.S. Bank National Association, as trustee (the representative of “Trustee”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the Sellers “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-­C12, Commercial Mortgage Pass-Through Certificates, Series 2013­-C12 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-­1, Class A­-2, Class A­-SB, Class A-­3, Class A-­4, Class X­-A, Class A-­S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-­C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated October 2, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” Page 2016 Audited Financial Statements 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 2016 Financials 18 2017 Audited Financial Statements 20 2017 Financials 18 2018 Interim Financials 18 2018 LTCIP Amount 89 A/R Credit Amount 90 Accepting Specified Employee 80 Acquisition Proposal 52 Acquisition Transaction 90 Adjustment Escrow Account Section 1.06 Affiliate 90 Affiliate Agreement 1 38 Affiliated Group 90 Agreement 6 Agreement Dispute 73 102 Alternative Debt Financing 66 AMAG 51 Ancillary Agreements 21 Arbitrator 12 Assets 31 90 Approved Release 106 Audited Closing Financial Statements 56 Benefit Plan 32 20 Base Consideration 90 Business Day 90 Cash 90 Cbr Systems 90 CCB 90 CCB Acquisition Agreement 90 Claim Notice 87 Closing 9 Closing Cash Consideration 91 Closing Date 9 Closing Indebtedness Schedule 91 Closing Transactions 9 COBRA 60 Code 32, 91 Commitment Letters 45 Company 6 Company Bylaws 15 Company Certificate of Merger 2 Change in Incorporation 15 Company Recommendation 48 Copyrights 29 Company Domain Names 29 Company Fundamental Reps 91 Company Intellectual Property 29 Company Marks 29 Company Patents 29 Company Plan 31 Company Registered Intellectual Property 30 Company Used Seller Agreements 55 Confidentiality Agreement 51 Considering Specified Employees 80 Continued Coverage 60 Contract 91 Control 82 Controlling Party 87 Covered Entity 82 Debt Commitment Letter 44 Debt Financing 45 Debt Financing Source Related Parties 91 Debt Financing Sources 44 Deed of Trust Release 13 Deferred Revenue Amount 91 Direct Claim Period 87 Disallowed Tax Benefit 79 Disclosure Schedules 15 Divestiture Action 63 Claims 56 Closing 2 Closing Date 2 Closing Date Employment Agreement Amendment 6 Environmental Laws 91 Equity Commitment Letter 45 Equity Financing 45 ERISA 91 ERISA Affiliate 92 Escrow Agent Section 1.06 Escrow Agreement 13 Escrow Deposit Section 1.06 Estimated Cash 7 Estimated Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date 7 Estimated Net Working Capital 11 COBRA 33 Code Amount 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Estimated NWC Adjustment Amount 92 Estimated Statement 7 Estimated Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 7 Extension Periods 81 FDA 34 Federal Health Care Programs 35 Final Cash Consideration 92 Final NWC Adjustment Amount 92 Financial Statements 18 Financings 45 FIRPTA Certificate 12 First Extension Period 80 Fixture Lien Termination 13 Fraud 92 FTC 35 GAAP 92 Xxxxxxx 9 Governmental Entity 92 Guarantee 6 Guarantors 6 Hazardous Materials 93 Healthcare Regulatory Laws 93 HSR Act 16 Indebtedness 94 Indemnification Acknowledgment 95 Indemnified Person 59 Indemnifying Party 87 Indemnitee 87 Indemnity Cap 84 Indenture 58 Initial Specified Period 79 Intellectual Property 95 IT Systems 31 Jefferies 13 Knowledge 95 103 Latest Balance Sheet 18 Latest Balance Sheet Date 18 Law 96 Lease Documents 23 Leased Real Property 23 Leases 23 Liens 96 Listed Company Used Seller Agreements 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Listed Mutual Agreements 56 Losses 96 LTCIP 96 LTCIP Amounts 96 Material Adverse Effect 96 Material Contract 29 Net Working Capital 11 Estimated 97 New Debt Commitment Letter 67 Non-Competition Agreement 6 Non-Controlling Party 87 Objections Statement 8 OFAC 37 Official Records 13 Outside Date 68 Owned Real Property 23 Payoff Letters 13 Permitted Liens 98 Person 98 Plans 31 Post-Closing Covenants 83 Pre-Closing Tax 98 Preliminary Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 7 Privileged Communications 73 Proceeding 99 Protected Company Used Agreements 55 Protected Mutual Agreements 56 Purchased Shares 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 Purchaser 6 Purchaser 401(k) Plan 61 Purchaser Damages Cap 70 Purchaser Fundamental Reps 99 Purchaser HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Filing 62 Purchaser Indemnitees 83 Purchaser Related Parties 71 Purchaser Related Party 71 Purchaser Tax Return 75 Purchaser Willful Breach 99 Purchaser Willful Breach Claim 70 Purchaser’s Representatives 50 R&W Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated 99 Recovery Costs 85 Registration Holder 34 Registrations 33 Rejecting Specified Employee 80 Rejecting Specified Employee Questions 82 Related Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 38 Release 12 Receivables Required Financial Information 53 Schedule 15 Second Extension Period 81 Securities Act 100 Seller 6 Seller 401(k) Plan 61 Seller Fundamental Reps 100, 101 Seller HSR Filing 51 Seller Indemnitees 84 Seller Mutual Agreements 56 Seller Notice 56 Seller Plan 31 Registration Statement 8 Seller Recovery Costs 69 Seller Referenced Company Agreements 56 Seller Related Parties 71 Seller Related Party 29 Released Persons 56 Required Stockholder Approval 71 Seller/Company Closing Certificate 12 Services 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Shares 6 Specified Employee Questions 80 Specified Employees 79 Standalone Tax Return 74 Standard Warranties 40 Subsidiary 100 Target Net Working Capital Amount 100 Tax 100 Tax Claim 77 Tax Refund 78 Tax Returns 101 Termination Fee 69 Third-Party Claim 87 Title Company 101 Title Policy 11 Top Supplier 41 Transaction Expenses 101 Transaction Expenses Schedule 101 Transaction Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Deductions 102 Transfer Taxes 76 Transferred Employees 60 Transferred Seller Employees 82 Transition Services Agreement 102 104 Unaffiliated Party 73 Unaffiliated Party Suit 73 Unlisted Company Used Seller Agreements 55 Unlisted Mutual Agreements 56 Valuation Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).8 ARTICLE XIII

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 DEFINED TERM PAGE DEFINED TERM PAGE ------------- ---- ------------- ---- Administrative Simplification 14 Affiliate 16 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate 2 Assignment of Merger Leases 3 Assignments of Leases 3 Base Rate 5 Borrower 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Bozeman 2 business day 23 Closing Date 3 Collateral 6 control 16 Corporate Documents 12 Costs 20 Courtyard at the Willows 2 Closing Courtyard Property 2 Debt Coverage Ratio 4 Effective Rental Income 4 Environmental Indemnity 7 Event of Default 19 Exit Fee 6 Expenses 4 Extension Notice 4 Guarantor 7 Guaranty 7 Healthcare Laws 13 HIPAA 13 HIPAA Compliance Date 14 HIPAA Compliance Plan 14 HIPAA Compliant 14 Improvements 2 Indebtedness 19 Indemnitee 21 Interest Rate 0 Xx Xxxx Xxxxxx 0 Xx Xxxx Property 2 Leases 8 Lender 2 Licensee 3 Licensee Leases 3 Licensees 3 Loan 2 Loan Documents 3 Management Contract 9 Manager 9 Maturity Date 3 Mortgage 3 Mortgages 3 Net Operating Income 4 Note A 2 Note B 2 Notes 2 Operating Agreement 10 Person 16 Port Richie 2 Project 2 Project Yield 4 Properties 2 Property 2 Puyallup 2 Qualified Non-Residential Lease 8 Release Price 7 Repayment Date 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code Replacement Reserve 17 SNDAs 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time Spring Xxxxxxx 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Spring Property 2 Title Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).8

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Page Affiliate 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Balance Sheet 1 Balance Sheet Date 2 Base Claim 28 Basket 28 Business 2 Business Day 2 Buyer 1 Buyer Claim 28 Buyer Disclosure Schedule 2 Buyer Indemnified Parties 28 Buyer Required Regulatory Approvals 19 Ceiling 28 CERCLA 2 Claim Notice 29 Closing 9 Closing Consideration 9 Closing Date 10 Code 3 Contract 3 Current Assets 31 Audited Closing 3 Current Liabilities 3 Encumbrances 3 Environmental Laws 3 Environmental Permits 14 FERC 3 Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement GAAP 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 4 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Substances 4 Indemnified Person 64 Insurance Policy 35 Party 29 Indemnifying Party 29 Independent Accounting Firm 4 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 4 Interest 1 Losses 28 Material Adverse Effect 18 5 Material Contract 16 Material Contracts 26 Merger 6 Material Leases 6 New York Courts 6 Notice Period 29 Operating Agreement 6 Partnership 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Partnership Agreement 6 Permits 25 16 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 6 Person 7 Prime Rate 7 Purchase Price 7 Real Property 13 Representatives 7 Seller 1 Seller Claim 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act Seller Disclosure Schedule 8 Seller Indemnification Cap 62 Indemnified Parties 29 Seller Required Regulatory Approvals 11 Seller’s Knowledge 8 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 8 Subsidiary 8 Survival Period 28 Tax 35 Tax Authority 34 8 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 8 Taxing Authority 9 Termination Date 26 Third Party Claim 29 Transfer Taxes 9 GENERAL PARTNERSHIP INTEREST PURCHASE AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This GENERAL PARTNERSHIP INTEREST PURCHASE AGREEMENT, dated as of December 20, 2007 (this “Agreement”) ), is made as of November 6, 2007, and entered into by and among Charter LCI Corporationbetween TCPL Tuscarora Ltd., a Delaware Nevada corporation (the “CompanySeller”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, TC Pipelines Tuscarora LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof partnership (the “Stockholders’ RepresentativeBuyer”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Terms Cross Reference in Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 2014 CompuVend Note Article I 2016 Senior Note Subordination Agreement Section 5.7 2016 Series A Notes Article I 2016 Series B Notes Article I Accredited Investors Section 2.13 Acquisition Transaction Section 5.12(a) Additional Cash Consideration Article I Additional Cash Merger Consideration Inputs Section 2.16(a)(i) Affiliate Article I Aggregate Consideration Stock Amount Article I Aggregate Exercise Price Article I Aggregate Participation Cash Amount Article I Aggregate Participation Stock Amount Article I Aggregate Preference Amount Article I Aggregate Series A Preference Amount Article I Aggregate Series B Preference Amount Article I Aggregate Series C Preference Amount Article I Aggregate Series C-1 Preference Amount Article I Agreement Preamble Appraiser Section 2.16(d)(ii) Assumed Debt Article I Assumed Debt Amount Article I Balance Sheet Date Section 3.4 Board of Directors Recitals Boards of Directors Recitals Business Day Article I Cash Article I Cash Consideration Ratio Article I Cash Merger Consideration Article I Certificate of Merger 2 Section 2.1(b) Certificates Section 2.9(b) Change in Company Recommendation 48 Control Payments Article I Claim Period 63 Claims 56 Notice Section 6.6(a)(i) Closing 2 Section 2.2 Closing Date 2 Section 2.2 Closing Date Indebtedness 5 Allocation Schedule Article I Closing Date Net Indebtedness 5 Cash Amount Article I Closing Date Net Working Capital 11 Adjustment Amount Article I Closing Date Net Working Capital Amount Article I Closing Notice Section 2.16(a) Closing Statement Section 2.16(d)(iii) COBRA 33 Article I Code 7 Article I Company 1 Preamble Company Balance Sheet Section 3.4 Company Business Article I Company Capital Stock Article I Company Charter Documents Section 3.1(b) Company Common Stock 1 Article I Company Recommendation 1 Common Warrant Article I Company Disclosure Letter Article III Company Employee Plan Article I Company Equityholder Article I Company Indemnified Party Section 5.6(a) Company Intellectual Property Article I Company IP Contract Article I Company Material Contract Section 3.18(a) Company Option Plan Article I Company Options Article I Company Patent Rights Article I Company Permits Section 3.9(b) Company Preferred Stock Certificates 6 Article I Company Takeover Proposal 48 Products Article I Company Transaction Expenses 5 Stockholder Article I Company Series C Warrant Article I Company Series C Warrant Cancellation Payment Article I Common Stock Warrant Merger Consideration Section 2.7(c)(i) Company Warrant Article I CompuVend Note Subordination Agreement Section 5.8 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 Section 5.17(a) Consenting Stockholders Recitals Contract Article I Controlling Party Section 6.6(d) Copyrights Article I Current Assets Article I Current Liabilities Article I date hereof Section 7.2 De Minimis Company Equityholder Section 5.7(g) Deductible Amount Section 6.3(c) Developer Section 3.8(g) DGCL 1 Disclosure Schedule 18 Recitals Disputes Section 3.8(d) Dissenting Shares 18 Effective Time 2 Encumbrance 30 Section 2.7(e)(i) Domain Names Article I Draft Closing Statement Section 2.16(b) Employee Article I Employee Agreement Article I End Date Section 8.1(b) Environmental Laws 39 Section 3.17 Environmental Liabilities 39 Permits Section 3.17 EON Section 3.8(c) ERISA 32 Article I ERISA Affiliate 32 Article I Escrow Agent 4 Article I Escrow Agreement 4 Section 6.2(a) Escrow Amount Article I Escrow Fund 4 Article I Escrow Termination Date Article I Estimated Closing Date Net Cash Amount Article I Estimated Closing Date Net Working Capital 11 Adjustment Amount Article I Estimated Closing Statement 11 Estimated Date Net Working Capital Deficit 11 Estimated Working Capital Surplus 11 Amount Article I Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Article I Excluded Cash Article I, Section 17 extent Section 7.2 Federal Court Section 7.6 Financial Statements 31 FLSA 37 Section 3.4 Fundamental Representations Section 6.1(a) GAAP 29 Government Programs 40 Section 3.4 Governmental Authority 22 Entity Section 3.3(c) Hazardous Materials 39 HSR Act 22 Section 3.17 hereby Section 7.2 herein Section 7.2 hereof Section 7.2 hereto Section 7.2 hereunder Section 7.2 Inbound License Agreements Section 3.8(c) include Section 7.2 includes Section 7.2 including Section 7.2 Indebtedness 28 Indemnifiable Losses 60 Article I Indemnification Threshold 61 Demand Section 6.7(a) Indemnification Dispute Notice Section 6.7(b) Indemnified Person 64 Insurance Policy 35 Parties Article I Intellectual Property 24 Intellectual Property Assignment Article I International Employee Plan Article I Investor Questionnaire Section 2.13(a) IRS Article I Joinder Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Recitals Key Employee 5.13 Knowledge Article I Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Section 3.13 Leases Section 3.13 Legal Requirements Article I Liability Article I License Agreements Section 3.8(c) Liens Article I Lock-Up Agreement Section 2.8 Losses Article I Material Adverse Effect 18 Material Contracts 26 Article I MCO Section 2.7(i) MCO Cash Payment Section 2.7(i) Merger 1 Recitals Merger Effective Time Section 2.1(b) Merger Consideration 3 Merger Consideration Statement 5 Article I Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Preamble Multiemployer Plan Article I Necessary Consents Section 3.3(c) Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Article I Net Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”Target Article I NOL’s Section 3.7(p) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, whollyNon-owned subsidiary of controlling Party Section 6.6(d) Off-the-Shelf Software Section 3.8(n) Open Source Software Section 3.8(n) Option Payment Section 2.7(d) Optionholder Section 2.7(d) Outbound License Agreements Section 3.8(c) Outstanding Shares Article I Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Preamble Parent Common Stock Article I Parent Parallel Product Section 9 hereof (the “Stockholders’ Representative”).6.6(f)(i) Parent Stock Price Article I Patent Office Section 3.8(b) Patent Rights Article I Payment Agent Article I

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 (Continued) Terms Cross Reference in Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Disputed Amounts 2.5(b) Effective Time 3.1 Employee Article I Employee Plan Article I Environmental Claim Article I Environmental Law Article I Environmental Notice Article I Environmental Permit Article I ERISA Article I ERISA Affiliate Article I Escrow Agent Article I Escrow Agreement Article I Escrow Amount Article I Escrow Release Date 6.7 Excess Cash Article I Exchange Article I Exchange Act Article I Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date 4.6 Fundamental Representations GAAP Article I Article I Governmental Entity Article I Hazardous Materials Article I Immediate Family Member Article I Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Article I Indemnification Demand 6.5(a) Indemnification Dispute Notice 6.5(b) Indemnification Escrow Agent 4 Escrow Agreement 4 Amount Article I Indemnification Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Article I Indemnified Person 64 Insurance Policy 35 Party Article I Indemnified Taxes Article I Indemnifying Party Article I Independent Accountant 2.5(b) Intellectual Property 24 Article I Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Rights Article I Inventory Article I Investor Questionnaire 3.4 Key Personnel Article I Knowledge of Sellers 20 Law 19 Lease 30 Article I Leak-Out Period 7.9(c) Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 4.19 Legal Requirements Article I Liability Article I Liens Article I Losses Article I Malicious Code 4.13(j)(iv) Material Adverse Effect 18 Article I Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Contract 4.21 Terms Cross Reference in Agreement Open Source Software Article I Non-controlling Party 6.4(d) Ordinary Course of Business Article I Organizational Documents 4.1(b) Outside Date 9.1(b) Pandemic-Relief Debt Article I Pandemic-Relief Debt Documentation Article I Patent Rights Article I Permit Article I Permitted Liens Article I Person 64 Owned Intellectual Article I Personal Data 4.13(l)(i) Personal Information Article I Personal Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Article I Post-Closing Statement 12 Receivables 31 Registration Statement 8 Adjustment 2.5(a) Post-Closing Tax Period Article I PPP Specified Forgivable Uses Article I Pre-Closing Cash Distribution Article I Pre-Closing Tax Period Article I Pre-Closing Tax Returns 7.8(f) Processing Article I Privacy Agreements 4.13(l)(ii) Privacy Laws Article I Purchase Price 2.2 Real Property Leases 4.19 Regulation D 3.4 Related Party 29 Released Persons 56 Article I Release Article I Releasee 10.11 Representatives Article I Required Stockholder Approval 40 Consents 4.5 Resolution Period 2.5(b) Restricted Period 7.6(a) Return Stock Price Article I Review Period 2.5(a) Sanctioned Country Article I Sanctioned Person Article I Schedule Supplement 7.11 SEC 8 Article I SEC Filings 5.6(a) Securities Act 8 Article I Security Incident 4.13(l)(v) Seller(s) Preamble Seller Indemnification Cap 62 Notes 2.3 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”Article I Statement of Objections 2.5(a) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Straddle Period Article I

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 10, 2013, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of October 1, a Delaware corporation 2013, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”), PRSC Acquisition CorporationMidland Loan Services, a Delaware corporation and a directDivision of PNC Bank, wholly-owned subsidiary of Parent National Association, as special servicer (the “Merger SubSpecial Servicer”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability companyU.S. Bank National Association, as trustee (the representative of “Trustee”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the Sellers “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C12 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated October 2, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person Page Acquisition Proposal 37 Additional Merger Consideration 60 Antitrust Laws 40 Authorized Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 71 Base Consideration 3 Business Day 60 Cash 60 CERCLA 61 Certificate of Merger 1 Claiming Party 79 Class F Liquidation Amount 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Class F Stock 2 Closing 9 Closing Balance Sheet 7 Closing Bonus Payment Statement 3 Closing Bonus Payments 3 Closing Date 9 Closing Merger Consideration 3 Closing Option Merger Consideration 5 Closing Stock Merger Consideration 2 Closing Date Transactions 9 Code 23 Common Stock 2 Company 1 Company Charter 61 Company Fundamental Representations 61 Company Intellectual Property 21 Company Plans 39 Company Stock 2 Confidentiality Agreement 36 DCAA 27 Debt Commitment Letter 58 Deductible 43 Defending Party 79 DGCL 1 Disclosure Schedules 13 Dissenting Share 61 Effective Time 1 Employee Optionholder 61 Environmental Claim 61 Environmental Requirements 61 Equityholders 61 ERISA 61 Escrow Account 9 Escrow Agent 10 Escrow Agreement 9 Estimated Cash 3 Estimated Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date 3 Page Affiliate 60 Agreement 1 Estimated Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Xxxxxx 0 XXX 00 XXXX 00 XXXX 00 Final Determination 46 Final Merger Consideration 3 Final Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Amount 61 Financial Statements 31 FLSA 37 16 Financing Sources 58 Foreign Person 62 Former Equityholder 71 GAAP 29 62 Governing Documents 62 Government Programs 40 Bid 62 Government Contract 62 Governmental Authority 22 Customer 62 Governmental Entity 62 Grant Date 16 Hazardous Materials 39 63 HSR Act 22 15 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 63 Indemnitee 47 Indemnitor 47 Indemnity Escrow Amount 10 Initial Report 86 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 63 IRS 23 K&E 9 Latest Balance Sheet 16 Law 19 Lease 30 63 Leased Real Property 30 Licensed Intellectual Property 24 63 Lenders 58 Letter of Transmittal 4 Liens 63 Litigation Indemnification Threshold 62 LogistiCare 18 Condition 48 Losses 64 Material Adverse Effect 18 Material Contracts 26 64 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 2 Merger Sub 1 Obligated Person Mini-Basket 43 Net Working Capital 64 NISPOM 65 Non-Recourse Party 65 Objections Statement 8 Obligations 59 Option Plan 65 Optionholder 5 Options 4 Ordinary Course of Business 65 Outside Date 53 Owned Intellectual Property 24 21 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Paying Agent 4 Paying Agent Agreement 4 Per Share Portion 4 Permits 25 24 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Liens 65 Person 66 Plan 66 Pre-Closing Tax Period 66 Preliminary Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required 7 Proceeding 79 Purchaser 1 Purchaser Fundamental Representations 66 Purchaser Parties 44 Purchaser’s Representatives 35 Rebuttal Report 86 Release 66 Representative Account 6 Representative Expenses 6 Representative Holdback Amount 6 Residual Percentage 66 Schedule 13 Seller Parties 44 Senior Common Stock 2 Stockholder 4 Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ 12 Stockholder Representative 1 Subsidiaries 21 Subsidiary 67 Successor Equityholder 71 Surviving Entity 2 Target Indemnified Person 61 Corporation 1 Surviving Corporation By-Laws 6 Surviving Corporation Charter 6 Target Net Working Capital 11 Amount 67 Tax 35 67 Tax Authority 34 Returns 67 Teaming Agreement 25 Transaction Documents 67 Transaction Expense Statement 3 Transaction Expenses 67 Transaction Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Deductions 68 Transfer Taxes 57 Valuation Firm 12 68 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Escrow Amount 9

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Page 10.75% Notes 72 10.75% Notes Indenture 72 9.125% Notes 72 9.125% Notes Indenture 72 Acquisition Proposal 72 Action 22 of Divestiture 53 Affiliated Group 72 Agent Expenses 67 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 13 Audit 72 Audited Closing Financial Statements 56 Benefit Plan 32 73 Base Consideration 3 Business Day 73 Cash Credit Amount 73 Certificate of Merger 2 Change in Company Recommendation 48 of Control and Severance Payments 73 Claim Period 63 Claims 56 54 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Statement 4 Code 7 73 Company 1 Company Authorization 17 Company Board 1 Company Bylaws 2 Company Certificate 7 Company Certificate of Incorporation 2 Company Common Stock 1 5 Company Recommendation 1 Credit Agreement 59 Company Disclosure Schedule 73 Company Employee Plans 31 Company Holders 3 Company Intellectual Property 73 Company LCs 59 Company Material Adverse Effect 73 Company Option 74 Company Registered Intellectual Property 74 Company Reports 14 Company Restricted Stock 74 Company Services and Products 74 Company Stock Certificates 6 Plans 74 Company Takeover Proposal 48 Stockholders 3 Company Transaction Expenses 5 74 Company Warrant 74 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 51 Contaminants 25 Contract 74 Copyleft License 74 Copyleft Materials 75 Copyrights 77 Credit Agreement Termination 59 Damages 65 DEA 17 Delaware Law 1 Disclosure Schedule 18 Dissenting Shares 18 5 DOJ 51 Domain Names 77 Effective Time 2 Encumbrance 30 End Date 63 Environmental Claim 75 Environmental Laws 39 Environmental Liabilities 39 75 ERISA 32 31 ERISA Affiliate 32 31 Escrow Agent 4 64 Escrow Agreement 61 Escrow Amount 4 Escrow Fund 4 Estimated Closing 64 Escrow Period 67 Escrow Release Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 67 Exchange Act 41 Exchange Fund 6 14 False Claims Act 16 FDA 17 Federal Anti-Kickback Statute 16 Final Closing Statement 12 Financial Statement Date 31 Conversion Schedule 8 Financial Statements 31 FLSA 37 75 Financing 53 FIRPTA Certificate 54 Floating Rate Notes 75 Floating Rate Notes Indenture 75 FTC 51 Fully Diluted Share Number 76 GAAP 29 76 Government Programs 40 Contract 76 Governmental Authority 22 Hazardous Materials 39 76 Governmental Authorization 14 Health Care Company Authorizations 17 Healthcare Entity 21 Hedging Obligations 76 HIPAA 76 Hospital Joint Venture 76 HSR Act 22 14 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 76 Indebtedness Adjustment 77 Indemnified Person 64 Insurance Policy 35 Parties 54 Indemnifying Persons 65 Indentures 59 Information Statement 49 Intellectual Property Contracts 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Rights 77 Interim Balance Sheet 78 Interim Balance Sheet Date 78 Interim Financial Statements 78 IRS 78 Knowledge 78 Legal Requirement 78 Lien 78 Managed Practice 79 Material Adverse Effect 18 Company Authorizations 17 Material Contracts 26 40 Materials of Environmental Concern 79 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 NOLs 30 NRC 20 Open Source License 79 Open Source Materials 79 Owned Intellectual Real Property 24 36 Parachute Payment Waiver 58 Parent 1 Parent Indemnified Person 65 Parent Indemnified Persons 65 Parent LCs 59 Patents 77 Paying Agent 7 Payoff Amount 59 Payoff Letter 59 Payors 22 Per Share Escrow Amount 79 Per Share Initial Merger Consideration 80 Per Share Merger Consideration 80 Per Share Stockholders’ Agent Reimbursement Escrow Amount 79 Permit 80 Person 80 PHI 23 Preliminary Conversion Schedule 8 Proportionate Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Share 80 Purchase Price 3 Radiation Safety Laws 20 Redeemed Notes 59 Registered Intellectual Property 80 Regulated Product 80 Related Party 29 Released Persons 56 Required Stockholder Approval 40 81 Representation Covenants 65 SEC 8 14 Securities Act 8 Seller Indemnification Cap 62 Software 14 Shrink-Wrapped Code 81 Source Code 81 Specified Representations 81 Standard Services Agreements 25 Sxxxx Act 16 Stockholders’ Representative Agent 1 Subsidiaries 21 Straddle Period 81 Subsidiary 81 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Corporation 1 Tail Policy 55 Takeover Statute 41 Tax 35 81 Tax Arbitrator 57 Tax Authority 34 82 Tax Benefit Adjustment 3 Tax Claim 56 Tax Indemnity 65 Tax Return 35 Transmittal Letter 6 82 Taxes 81 Technology 82 Third Party Claim 68 Trade Secrets 77 Trademarks 78 Treasury Regulations 82 Voting Debt 12 WARN Act 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS This AGREEMENT AND PLAN OF MERGER (this “Agreement”) ), is made and entered into as of November 61, 20072010, by and among Charter LCI McKesson Corporation, a Delaware corporation (“Parent”), Utah Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), US Oncology Holdings, Inc., a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, Utah Stockholders’ Agent LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof Stockholders’ Agent (the “Stockholders’ RepresentativeAgent”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Defined Terms Page 1099 Contractor 1 Acquiror 1 Acquiror Indemnified Person 60 Parties 59 Acquiror Plans 52 Acquiror’s 401(k) Plan 51 Acquisition 41 Action 22 1 Active Business Employees 50 Affiliate 1 Agreement 1 Ancillary Agreements 21 Arbitrator 1 Antitrust Clearance 56 Approvals 38 Assumed Company Plans 12 Assets 31 Assumed Contracts 11 Assumed Liabilities 14 Audited Closing and Reviewed Financial Statements 56 Benefit Plan 32 Certificate 41 Xxxx of Merger Sale, Assignment and Assumption Agreement 1 Books and Records 11 Business 1 Business Confidential Information 48 Business Day 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Business Employees 2 Closing Date 2 17 Closing Amount 17 Closing Date Indebtedness 5 17 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 19 Closing Receivables 45 Closing Target 19 COBRA 33 29 Code 7 2 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal Confidential Information 48 Company Transaction Expenses 5 FSA 52 Company FSA End Date 52 Company Indemnified Parties 60 Company Marks 2 Company Plan 29 Company’s 401(k) Plan 51 Company’s Knowledge 6 Defined Terms Page Confidentiality Agreement 52 38 Consultation Period 19 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Support Obligation 42 Contract 10 Control 2 Corporate Policies 43 Current Assets 2 Current Liabilities 2 Deductible Amount 60 Direct Claim 61 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 21 End Date 57 Environmental Condition 2 Encumbrance 30 Environmental Laws 39 Law 3 Environmental Liabilities 39 Permit 3 Equipment 12 ERISA 32 3 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 3 Estimated Closing Date Statement 18 Excluded Assets 12 Excluded Employees 3 Excluded Liabilities 15 Final Closing Statement 20 Final Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 20 Financial Statements 31 FLSA 37 23 Financing 3 Financing Sources 3 Financing Sources Related Parties 3 Fraud 4 FSA Balances 53 FSA Participants 52 Fundamental Representations 4 GAAP 29 Government Programs 40 4 Governmental Authority 22 Entity 4 Governmental Order 4 Hazardous Materials 39 Material 4 HSR Act 22 4 Inactive Business Employee 4 Indebtedness 28 Indemnifiable Losses 5 Indemnified Party 60 Indemnification Threshold 61 Indemnified Person 64 Indemnifying Party 60 Independent Accounting Firm 19 Indian Business Assets 50 Indian Business Employee 5 Insurance Policy 35 Policies 32 Intellectual Property 24 Intellectual Property 5 Inventory 5 IP Assignment Agreements 6 IRS 6 IT Asset Contract 6 IT Assets 6 Joint Defense Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 6 Knowledge of the Acquiror 6 Knowledge of the Company 6 Law 19 Lease 30 6 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 6 Legal Process 48 Liabilities 6 Lien 7 Local Agreements 50 Losses 7 Material Adverse Effect 18 7 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person Customers 32 Material Suppliers 32 Net Working Capital 8 New York Courts 68 Non-Reimbursable Losses 64 Owned Intellectual Property 24 Notice of Disagreement 19 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 24 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Liens 8 Person 8 Post-Closing Statement 12 Adjustment 21 Post-Closing Consents 40 Pre-Closing Insurance Matter 43 Pre-Closing Period 35 Pre-Closing Tax Period 8 Product 8 PTO Rollover 51 Purchase Price 17 Real Estate Lease 8 Recall 31 Receivables 31 Registration Statement 11 Reference Balance Sheet 23 Related to the Business 8 Related Party 29 Released Persons 56 Release 8 Remedial Action 39 Representative 9 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Payments 9 Retained Litigation 13 Review Period 19 Shared Contracts 9 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 9 Specified Warranty Breaches 59 Straddle Period 9 Subsidiary 9 Support Obligations 42 Support Services 43 Target Net Working Capital 9 Tax 9 Tax Returns 10 Third Party Claim 61 Third Party Rights 17 Trademarks 5 Transaction Agreements 10 Transaction Expenses 10 Transfer Taxes 49 Transferred Assets 10 Transferred Employee 51 Transferred Employee Records 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit Transferred IP 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER Transition Services Agreement 10 Warranty Breach 59 willful and material breach 58 This ASSET PURCHASE AGREEMENT, dated as of May 8, 2019 (this “Agreement”) ), is made as of November 6, 2007, by and among Charter LCI CorporationHARSCO CORPORATION, a Delaware corporation (the “Company”), The Providence Service CorporationE&C FINFAN, INC., a Delaware corporation (the “Acquiror”), and, solely with respect to Section 11.19, CHART INDUSTRIES, INC., a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 2008 Plan 72 Accounts Receivable 33 Acquisition Proposal 68 Acquisition Subsidiary 1 Action 22 42 Adjustment Amount 14 Adverse Recommendation Change 67 Affiliate 89 Agents 67 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Annual Financial Statements 24 Antitrust Filings 65 Assets 30 Auditor 13 Balance Sheet 25 BIS 56 Benefit Plan 32 Business Day 3 Cancellation Agreements 7 Cap 84 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Certificates 5 Closing 2 Closing Date 2 Balance Sheet 11 Closing Date 3 Closing Indebtedness 5 11 Closing Date Net Indebtedness 5 Taxes Payable 11 Closing Date Net Working Capital 11 COBRA 33 Closing Statement of Indebtedness 11 Code 7 27 Common Stock 4 Common Stock Exchange Amount 4 Company 1 Company Common Stock 1 Development Tools 37 Company Entities 46 Company Hardware Products 37 Company Indemnified Person 18 Company Indemnified Persons 18 Company Intellectual Property 36 Company Intellectual Property Agreement 36 Company Material Adverse Effect 63 Company Options 5 Company Organizational Documents 20 Company Recommendation 1 66 Company Stock Certificates 6 Software Products 37 Company Takeover Proposal 48 Subsidiary Securities 22 i Company Transaction Expenses 5 17 Company Warrants 6 Confidentiality Agreement 52 Continuing 64 Contract 35 Contracts 35 Covered Employees 48 Contracts 26 D&O Tail Premium 55 72 Current Assets 9 Current Liabilities 10 DDTC 56 Defense Notice 81 Determination Date 13 DGCL 1 Disclosure Schedule 18 2 DISC Subsidiary 29 Dissenting Shares 18 5 Effective Time 2 Encumbrance 30 Environmental Laws 39 Claim 48 Environmental Liabilities 39 Law 47 Environmental Property 46 ERISA 32 ERISA Affiliate 32 Affiliates 50 Escrow Agent 4 Account 15 Escrow Agreement 4 6 Escrow Fund 4 Amount 3 Estimated Closing Date Net Working Capital 10 Estimated Company Transaction Expenses 17 Estimated Excess Net Taxes Payable 11 Estimated Closing Statement 11 Indebtedness 10 Estimated Net Taxes Payable 10 Estimated Working Capital Deficit Adjustment Amount 11 Estimated Exchange Agent 8 Exchange Agent Agreement 8 Exchange Fund 8 Final Closing Indebtedness 13 Final Closing Net Taxes Payable 13 Final Closing Net Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 13 Final Closing Statement 12 Financial Statement Date 31 Excess Net Taxes Payable 13 Financial Statements 31 FLSA 37 24 GAAP 29 11 Good Faith Statement 10 Government Programs 40 7 Government Contracts 57 Governmental Authority 22 Authorization 45 Hazardous Materials 39 47 HSR Act 22 65 Income Tax 30 Indebtedness 28 Indemnifiable Losses 60 15 Indebtedness Adjustment Amount 14 Indemnification Threshold 61 84 Indemnified Person 64 Insurance Policy 35 Losses 78 Indemnified Party 81 Indemnifying Party 81 Information Statement 76 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 36 Interim Financials 25 IRS 7 ITAR 56 Law 19 Lease 30 45 Leased Real Property 30 31 Letter of Transmittal 1 Licensed Company Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 36 Liens 22 Losses 78 Merger 1 Merger Consideration 3 Merger Consideration Statement Net Taxes Payable 10 Net Taxes Payable Adjustment Amount 14 Net Working Capital 9 Non-Competition Agreements 2 Non-Qualified Deferred Compensation Plans 15 Non-U.S. Benefit Plan 51 OFAC 56 off-balance sheet arrangements 25 Option Cancellation Agreements 5 Merger Sub 1 Obligated Person 64 Option Replacement Payments 17 Order 42 Ordinary Course of Business 26 Owned Company Intellectual Property 24 36 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Indemnified Persons 78 Parties 1 Party 1 Payment Event 90 Percentage 79 Permits 25 Permitted Encumbrances 45 Person 89 Plan 51 Plans 51 Pre-Closing Period Income Tax Returns 76 Pre-Closing Tax Period 76 Pre-Closing Taxes 79 Pre-Closing Transaction Deductions 77 Property 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables Public Software 37 Real Property Leases 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Release 47 Remaining Escrow Amount 16 Representative 18 Representative Expenses 19 Representative Holdback 16 Requisite Stockholder Approval 40 SEC 8 24 Restricted Share 6 Restricted Share Purchase Agreements 23 Scheduled Company Intellectual Property 38 Scheduled Indemnity Matters 79 Scheduled Indemnity Matters Confidential Information 83 Securities Act 8 Seller Indemnification Cap 62 25 Securityholders 14 Securityholders Indemnified Persons 81 Share 22 Shares 22 Software 25 Stockholders’ Representative 38 Spreadsheet 69 Statement 7 Stockholders 1 Subsidiaries 21 Straddle Period 76 Straddle Period Income Tax Returns 76 Subsidiary 22 Superior Proposal 69 Surviving Entity Company 2 Surviving Company Organizational Documents 17 Tail Policy 18 Takeover Statute 58 Target Indemnified Person 61 Net Taxes Payable 11 Target Net Working Capital 11 Tax 35 30 Tax Authority 34 Assets 10 Tax Liabilities 10 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 30 Tax Returns 30 Taxes 29 Termination Fee 89 Third Party 69 Third Party Intellectual Property Agreement 37 Third Party Subleases 31 Uninterested Accounting Firm 12 Third Person 81 Third Person Claim 82 Trade Secrets 36 Transaction Documents 63 Underfunded Liabilities 15 Working Capital Deficit 11 Working Adjustment Amount 14 TABLE OF CONTENTS Table of Contents Page ARTICLE 1 THE MERGER 2 1.1 Merger and Effect of Merger 2 1.2 Method of Effecting Merger; Closing 2 1.3 Conversion of Acquisition Subsidiary Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Stock 3 1.4 Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Consideration 3 1.5 Effect on Shares 4 1.6 Stockholders’ Representative”).Rights upon Merger 5

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Accounting Firm 10 Adjustment Escrow Account 73 Adjustment Escrow Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 73 Adjustment Escrow Amount 73 Advisors 73 Affiliate 74 Agreement 6 Audited Closing Financial Statements 56 Benefit Plan 32 16 Award Agreements 61 Balance Sheet 16 Business Day 74 CARES Act 21 Cash 74 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Designation 74 Closing 2 8 Closing Cash 74 Closing Cash Proceeds 7 Closing Date 2 8 Closing Date Indebtedness 5 74 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 74 Closing Statement 9 COBRA 33 74 Code 7 74 Company 1 6 Company Common Stock 1 401(k) Plan 61 Company Recommendation 1 Employee 74 Company Intellectual Property 25 Company Marketing Materials 26 Company Plans 74 Company Products 24 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Trade Secrets 25 Company's knowledge 79 Competition Law 75 Confidentiality Agreement 52 Continuing Employees 48 75 Contracts 26 75 COVID-19 75 COVID-19 Measures 75 D&O Tail Premium 55 DGCL 1 Policy 53 Dataroom 43 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Schedules 13 Environmental Laws 39 Claim 76 Environmental Liabilities 39 Law 76 Environmental Permits 76 ERISA 32 76 ERISA Affiliate 32 76 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 76 Estimated Cash 7 Estimated Closing Date Statement 7 Estimated Indebtedness 7 Estimated Net Working Capital 11 7 Estimated Closing Statement 11 Estimated Transaction Expenses 7 Express Representations 76 FCPA 36 Final Cash Proceeds 9 Financial Statements 16 FIRPTA Certificate 49 Foreign Benefit Plan 30 Fraud 77 Funded Indebtedness 77 Funds Flow 8 GAAP 77 Governmental Body 77 Hazardous Material 77 HSR Act 77 ICE 36 Income Tax Amount 77 Income Taxes 78 Indebtedness 78 Indemnified Person 53 Intellectual Property 78 Interim Financial Statements 16 IRS 79 IT Systems 79 Jewelry Laws 33 Xxxxxxxxx Process 79 86 knowledge of the Company 79 Law 79 Lease 18 Leased Real Property 18 Legal Proceeding 79 Liability 79 Licensed Intellectual Property 79 Liens 79 Material Adverse Effect 79 Material Contract 24 Material Suppliers 37 Multiemployer Plan 80 Net Working Capital Deficit 80 Objection Notice 10 Open Source Software 81 Option 81 Option Cancellation Agreements 61 Option Plan 81 Optionholder 81 Order 81 Ordinary Course of Business 81 Organizational Documents 81 Outside Date 57 Owned Intellectual Property 81 Owned Real Property 81 Payoff Letter 49 Permits 81 Permitted Liens 82 Person 82 Personal Information 82 Personnel IP Contracts 26 PPACA 29 Pre-Closing Tax Period 82 Privacy Laws 82 Privacy Requirements 83 Products 37 Projections 60 Protected Seller Communications 64 Purchaser 6 Purchaser Adjustment Amount 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Purchaser Group 83 Purchaser Releasers 62, 63 Release 83 Sanctions Laws 83 Schedule 13 Scheduled Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 42 Seller Indemnification Cap 62 6 Seller Adjustment Amount 11 Seller Group 63 Seller Parties 83 Seller Released Parties 62, 63 Seller Review Period 9 Series C Holders 83 Series C Preferred Stock 83 Series C Redemption 50 Series C Redemption Price 83 Settlement Date 11 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 83 SPAC 50 SPAC Termination 50 Specified Employees 49 Straddle Period 84 Subsidiary 84 Target Net Working Capital 11 84 Tax 35 84 Tax Authority Controversy 65 Tax Returns 84 Taxes 84 Trade Approvals 34 Transaction 6 Transaction Expenses 84 Transaction Price 7 Transaction Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Deductions 85 Transfer Taxes 64 willful breach 85

INDEX OF DEFINED TERMS. “To Act 1 Affiliate 17 Agreement 18 Audit Committee 5 Bankruptcy Event 18 Board 4 Business 3 CEO 7 Certificate of Limited Partnership 18 CFO 7 Chairman of the Knowledge of” or “Knowledge” Board 6 Closing Date 1 Closing Time 1 Code 18 Commission 19 Company 1 Compensation Committee 5 Conflicts Committee 5 Control 19 COO 7 Delaware Certificate 1 Director 5 Equity Interests 19 Exchange Act 19 Fiscal Year 2 Governmental Authority 19 Incapacity 19 Incentive Distribution Right 19 Indebtedness 19 Independent Director 20 280G Stockholder Approval 49 Acquiror Indemnified Liens 20 Loss 14 Member 20 Membership Interest 20 Minority Subsidiary 20 National Securities Exchange 20 Officer 20 Partnership 3 Partnership Agreement 20 Partnership Group Companies 3 Partnership Group Governing Documents 21 Permitted Lien 21 Person 60 Action 22 21 President 7 Proceeding 14 Secretary 7 Secretary of State 1 Sixth Amended LLC Agreement 1 Ancillary Agreements Sole Member 1 Sole Member LLC Agreement 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate Subsidiary 21 Substitute Member 22 Treasurer 7 Vice President 7 SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WPZ GP LLC A Delaware Limited Liability Company This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI CorporationWPZ GP LLC, a Delaware corporation limited liability company (the “Company”), The Providence Service Corporationeffective as of 9:45 a.m. (EST) on February 2, a Delaware corporation 2015 (such date, the “ParentClosing Date”; such time on the Closing Date, the “Closing Time”), PRSC Acquisition Corporationis made and entered into by ACCESS MIDSTREAM VENTURES, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLCL.L.C., a Delaware limited liability company, as the representative sole member of the Sellers and certain other persons identified in Section 9 hereof Company (the “Stockholders’ RepresentativeSole Member”)., and the Company. R E C I T A L S WHEREAS, unless the context otherwise requires, capitalized terms shall have the respective meanings ascribed to them in Section 10.1;

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 22 Mortgage Loan Schedule 2 Affected Loan(s) 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 MOU 28 Xxxx of Sale 2 Officer’s Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 8 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Private Certificates 1 Company Common Stock Collateral Information 12 Prospectus Supplement 2 Crossed Mortgage Loans 19 Public Certificates 1 Company Recommendation Cure Request 18 Purchaser 1 Company Stock Certificates Custodian 1 Repurchase Request 22 Defective Mortgage Loan 19 Seller 1 Dispute 22 Seller Defeasance Rights and Obligations 24 Excluded Mortgage Loan Special Servicer. 1 Seller Reporting Information 15 Final Judicial Determination 23 Seller’s Information 15 Final Memorandum 2 Special Servicer 1 Indemnification Agreement 15 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 18 UCC 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Material Document Defect 18 Underwriters 1 Mortgage File 3 Underwriting Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Mortgage Loan Purchase Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated April 10, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of April 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (the “Merger SubMaster Servicer”), andMidland Loan Services, only with respect a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of this Agreement expressly applicable America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 2015-C22 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-­B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 30, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 2019 PSU 4 Acceptable Confidentiality Agreement 72 Acquisition Proposal 43 Action 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Affiliate 72 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Alternative Financing 57 Anti-Corruption Laws 15 Antitrust Law 47 Applicable Date 16 Australia Credit Facility 72 Bankruptcy and Equity Exception 13 Book-Entry Shares 7 Brookfield Guarantor 1 Business Day 72 Bylaws 11 Cancelled Shares 3 Capital Policy 35 Capitalization Date 11 Certificate of Incorporation 11 Certificate of Merger 2 Certificates 7 CFIUS 73 CFIUS Approval 73 Change in Company of Recommendation 48 Claim Period 63 Claims 56 45 Class A Common Stock 11 Class B Common Stock 11 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital Code 21 Common Stock 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Disclosure Letter 10 Company Recommendation 1 Employees 20 Company Equity Award 73 Company Notice 42 Company Plans 21 Company Related Parties 68 Company Remedial Measure 49 Company Requisite Vote 13 Company Securities 12 Company Stock Certificates 6 Plan 73 Company Takeover Proposal 48 Systems 27 Company Transaction Expenses 5 Termination Payment 73 Confidentiality Agreement Agreements 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 53 Contract 18 Contribution Notice 73 control 73 Credit Facility 73 Debt Financing 32 Debt Financing Commitments 32 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 9 DOJ 47 DPA 74 Effective Time 2 Encumbrance 30 End Date 65 Environmental Laws 39 Environmental Liabilities 39 ERISA 28 Equity Financing 32 Equity Financing Commitment 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 20 Exchange Act 41 14 Exchange Fund 6 Final Closing Statement 12 Excluded Information 59 Ex-Im Laws 15 Expense Cap 68 Financial Statement Date 31 Advisor 28 Financial Statements 31 FLSA 37 Support Direction 73 Financing 32 Financing Commitments 32 FTC 47 GAAP 29 74 GIC Guarantor 1 Government Programs 40 Official 74 Governmental Authority 22 Entity 14 Guarantor 1 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 ICCTA 14 Indemnified Person 64 Insurance Policy 35 Parties 54 Infringe 26 Intellectual Property 27 Intervening Event 44 Intervening Event Notice 42 Intervening Event Notice Period 43 IRS 21 Joint Notice 14 knowledge 74 Table of Contents Law 74 Lender Related Party 69 Licenses 14 Liens 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Marketing Period 74 Material Adverse Effect 18 75 Material Contracts 26 Contract 19 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Notice Period 42 Option 4 Other Regulatory Approvals 14 Owned Intellectual Property 24 27 Owned IP 27 Parent 1 Parent Indemnification Cap 63 Payoff Letters Disclosure Letter 29 Parent Group 46 Permits 25 Parent Guarantee 1 Parent Material Adverse Effect 64 Parent Related Parties 69 Parent Termination Fee 67 Parties 1 Party 1 Paying Agent 6 Pensions Regulator 76 Per Share Merger Consideration 3 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Claims 69 Permitted Liens 24 Person 76 Preferred Stock 11 Proceeding 54 Proxy Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 26 PSU 4 PwC 74 Recommendation 13 Representatives 39 Required Stockholder Approval 40 Information 76 Sanctioned Country 16 Sanctioned Person 16 Sanctions Laws 16 SEC 8 16 SEC Reports 16 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 16 Share 3 Snow Australia Divestiture 47 STB 14 Stock Purchase Plan 5 Stock Unit 4 Stockholders Meeting 45 subsidiaries 76 subsidiary 76 Superior Proposal 43 Surviving Corporation 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Systems 27 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 25 Taxes 25 Trade Control Laws 15 Transaction Documents 76 Transaction Litigation 62 Transaction Related Matters 69 UK Plan 77 WARN Act 23 Willful Breach 77 Table of Contents AGREEMENT AND PLAN OF MERGER THIS This AGREEMENT AND PLAN OF MERGER MERGER, dated as of July 1, 2019 (this “Agreement”) ), is made as of November 6, 2007, entered into by and among Charter LCI CorporationGenesee & Wyoming Inc., a Delaware corporation (the “Company”), The Providence Service CorporationDJP XX, LLC, a Delaware corporation limited liability company (“Parent”), PRSC Acquisition Corporationand MKM XXII Corp., a Delaware corporation and a direct, wholly-wholly owned subsidiary of Parent (“Merger Sub”), ” and, only together with respect to those Sections of this Agreement expressly applicable to itthe Company and Parent, CLCI Agent, LLCthe “Parties” and each, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ RepresentativeParty”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Accountants’ Due Diligence Report 13 Issuing Entity 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Master Servicer 1 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Assignments 5 Mortgage Loan Seller Sub-Certification 23 BHC Affiliate 29 Mortgage Loans 1 Xxxx of Sale 2 Mortgage Note 1 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Administrator 1 Mortgagor 1 Certificate Purchase Agreement 1 MOU 26 Certificate Registrar 1 Operating Advisor 1 Certificates 1 Pooling and Servicing Agreement 1 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Preliminary Memorandum 1 Company Common Stock Collateral Information 8 Preliminary Prospectus 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Covered Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Private Certificates 1 Custodian 1 Prospectus 1 Default Right 29 Public Certificates 1 Defective Loan 14 Purchaser 1 Deleted Mortgage Loan 19 Repurchase Request 20 Depositor 1 Seller 1 Dispute 20 Seller 15Ga-1 Notice 20 Extended Cure Period 17 Seller Reporting Information 11 Final Judicial Determination 21 Seller Successor Borrower Rights 22 Final Memorandum 1 Seller’s Information 11 General Special Servicer 1 Trustee 1 Indemnification Cap 62 Software 25 Stockholders’ Representative Agreement 11 U.S. Special Resolution Regime 29 Initial Cure Period 17 Underwriters 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER Initial Purchasers 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated November 8, 2019, between Starwood Mortgage Capital LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is made evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of November 61, 20072019, by and among Charter LCI Corporationbetween Purchaser, a Delaware corporation as depositor (the “CompanyDepositor”), The Providence Service CorporationXxxxx Fargo Bank, a Delaware corporation National Association, as master servicer (in such capacity, the “ParentMaster Servicer”), PRSC Acquisition Corporationas certificate administrator (in such capacity, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (the “Merger SubCertificate Administrator”), andas custodian (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Custodian”), CLCI Agentas certificate registrar (in such capacity, the “Certificate Registrar”) and as authenticating agent, LNR Partners, LLC, a Delaware limited liability companyas general special servicer (the “General Special Servicer”), Situs Holdings, LLC, as ILPT Industrial Portfolio special servicer, Wilmington Trust, National Association, as trustee (the representative of “Trustee”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the Sellers “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). In exchange for the Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser, the Issuing Entity will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, KeyBanc Capital Markets Inc., Cantor Xxxxxxxxxx & Co. and Xxxxxxx Xxxxxxxx Shank & Co., LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, KeyBanc Capital Markets Inc., Cantor Xxxxxxxxxx & Co. and Xxxxxxx Xxxxxxxx Shank & Co., LLC, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated November 4, 2019 (the “Preliminary Prospectus”) and a Prospectus dated November 13, 2019 (the “Prospectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated November 13, 2019 (the “Final Memorandum”) and a preliminary version thereof dated November 4, 2019 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Acquired Assets 1 Effect 46 Acquired Leased Real Property 1 Enforceability Exceptions 11 Acquired Owned Real Property 2 Environmental Liabilities 3 Acquired Real Property 2 Escrow Agent 6 Agreement 1 Ancillary Agreements Excluded Assets 2 Agreement Dispute 37 Excluded Liabilities 3 Allocation 35 Express Representations 13 Allocation Methodology 35 Financing 14 Allocation Objection Notice 36 FTC 21 Arbitrator 12 Assets Assigned Contracts 2 Fundamental Representations 29 Assignment and Assumption Agreement 7 Independent Accountant 10 Assumed Liabilities 3 Information Presentation 13 Backup Bidder 17 Lenders 14 Bankruptcy Cases 1 Non-Recourse Party 37 Bankruptcy Code 1 Outside Date 31 Audited Bankruptcy Court 1 Parties 1 Bidder Approval Date 15 Party 1 Bidding Procedures Order 1 Petition Date 1 Cash Payment 5 Pro-Rated Amount 30 Chosen Courts 39 Prorations 8 Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 7 Purchase Price 5 Closing Date Net Indebtedness 5 7 Purchaser 1 Closing Date Net Working Capital 11 COBRA 33 Code Payment 5 Rolling Stock 28 Closing Escrow 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated 10 Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 9 Schedules 10 Closing-Related Costs 9 Seller 1 Cure Costs 3 Seller Broker 14 Dataroom 13 Seller Support Obligations 26 Credit .Agreement 14 Sellers 1 Debtors 1 Successful Bidder 17 Deposit 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA Title Company 7 Designated Purchaser 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger Transfer Taxes 33 Disputed -Amounts 9 Yellow 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).DOJ 21

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Defined Terms Page 1099 Contractor 1 Acquiror 1 Acquiror Indemnified Person 60 Parties 58 Acquiror Plans 51 Acquiror’s 401(k) Plan 50 Acquisition 40 Action 22 1 Active Business Employees 49 Affiliate 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 1 Antitrust Clearance 54 Approvals 37 Assumed Company Plans 11 Assumed Contracts 10 Assumed Liabilities 13 Audited Closing and Reviewed Financial Statements 56 Benefit Plan 32 Certificate 40 Xxxx of Merger Sale, Assignment and Assumption Agreement 1 Books and Records 11 Business 1 Business Confidential Information 47 Business Day 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Business Employees 2 Closing Date 2 16 Closing Amount 16 Closing Date Indebtedness 5 16 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 18 Closing Receivables 44 Closing Target 18 COBRA 33 28 Code 7 2 Company 1 Company Common Stock 1 Confidential Information 47 Company Recommendation 1 FSA 51 Company Stock Certificates FSA End Date 51 Company Indemnified Parties 59 Company Marks 2 Company Plan 28 Company’s 401(k) Plan 50 Company’s Knowledge 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Defined Terms Page Confidentiality Agreement 52 37 Consultation Period 18 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Support Obligation 41 Contract 10 Control 2 Corporate Policies 42 Current Assets 2 Current Liabilities 2 Deductible Amount 58 Direct Claim 60 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 20 End Date 56 Environmental Condition 2 Encumbrance 30 Environmental Laws 39 Law 3 Environmental Liabilities 39 Permit 3 Equipment 11 ERISA 32 3 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 3 Estimated Closing Date Statement 18 Excluded Assets 11 Excluded Employees 3 Excluded Liabilities 14 Final Closing Statement 19 Final Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 19 Financial Statements 31 FLSA 37 22 Financing 3 Financing Sources 3 Financing Sources Related Parties 3 Fraud 3 FSA Balances 52 FSA Participants 51 Fundamental Representations 4 GAAP 29 Government Programs 40 4 Governmental Authority 22 Entity 4 Governmental Order 4 Hazardous Materials 39 Material 4 HSR Act 22 4 Inactive Business Employee 4 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 4 Indemnified Person 64 Party 59 Indemnifying Party 59 Independent Accounting Firm 18 Indian Business Assets 9 Indian Business Employee 5 Insurance Policy 35 Policies 31 Intellectual Property 24 Intellectual Property 5 Inventory 5 IP Assignment Agreements 5 IRS 5 IT Asset Contract 5 IT Assets 5 Joint Defense Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 6 Knowledge of the Acquiror 6 Knowledge of the Company 6 Law 19 Lease 30 6 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 6 Legal Process 47 Liabilities 6 Lien 6 Local Agreements 49 Losses 6 Material Adverse Effect 6 Material Customers 31 Material Suppliers 31 Net Working Capital 7 New York Courts 67 Non-Reimbursable Losses 63 Notice of Disagreement 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 24 Permitted Encumbrances Liens 7 Person 7 Post-Closing Adjustment 20 Post-Closing Consents 39 Pre-Closing Insurance Matter 42 Pre-Closing Period 34 Pre-Closing Tax Period 8 Product 8 PTO Rollover 49 Purchase Price 16 Real Estate Lease 8 Recall 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 10 Reference Balance Sheet 22 Related to the Business 8 Related Party 29 Released Persons 56 Release 8 Remedial Action 38 Representative 8 Required Stockholder Approval 40 SEC Payments 8 Securities Act Retained Litigation 13 Review Period 18 Shared Contracts 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 8 Specified Warranty Breaches 58 Straddle Period 8 Subsidiary 8 Support Obligations 41 Support Services 41 Target Net Working Capital 9 Tax 9 Tax Returns 9 Third Party Claim 59 Third Party Rights 16 Trademarks 5 Transaction Agreements 9 Transaction Expenses 9 Transfer Taxes 48 Transferred Assets 10 Transferred Employee 50 Transferred Employee Records 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER Transferred IP 10 Transition Services Agreement 9 Warranty Breach 58 willful and material breach 57 This ASSET PURCHASE AGREEMENT, dated as of May 8, 2019 (this “Agreement”) ), is made as of November 6, 2007, by and among Charter LCI CorporationHARSCO CORPORATION, a Delaware corporation (the “Company”), The Providence Service CorporationE&C FINFAN, INC., a Delaware corporation (the “Acquiror”), and, solely with respect to Section 11.19, CHART INDUSTRIES, INC., a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action Paragraph # ----------- ADA 9 Additional Rent 4 Agents 2 Alterations 12 Bank 7 Base Rent 4 Building 2 Building Amenities 12 Casualty Discovery Date 21 Commencement Date 3 Common Areas 2 Communications Systems 12 Computation Year 4 Condemnation 22 Agreement 1 Ancillary Agreements 21 Arbitrator Conduit 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim CPA 4 Default 24 Due Diligence Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 58 Early Occupancy 3 Electric Service Provider 5 Closing Date Net Indebtedness Emergency Generator 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Expiration Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 3 Extension Notice 57 First Offer Price 58 Force Majeure 54 Guarantor 24 Hazardous Materials 32 Holder 42 Insurance Expenses 4 Landlord Parties 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Landlord's Agents 8 Landlord's Investment Advisors 15 Laws 9 Negotiation Period 58 Non-Structural Alterations 12 Normal Business Hours 5 Operating Expenses 4 Option 57 Option Period 57 Parking Areas 2 Premises 1 Private Restrictions 9 Project 2 Proportionate Share 4 Related Entity 23 Rent 4 Right of First Offer 58 Right of First Offer Notice 58 Rules and Regulations 41 Space Planning Expense 4 Structural Components 2 Successor Landlord 31 Superior Lease(s) 31 Superior Lessor 31 Superior Mortgage(s) 31 Superior Mortgagee 31 Systems 4 Taxes 4 Tenant Allowance 4 Tenant's Agents 9 Tenant's Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 15 Term 3 Third Party Price 58 Third Party Terms 58 Utilities 4 Utility Expenses 4 Year 2000 Compliant 4 LEASE AGREEMENT BASIC LEASE INFORMATION Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6Date: February 1, 2007, by and among Charter LCI 2000 Landlord: Conejo Valley Development Corporation, a Delaware corporation (the “Company”)California xxxxxxxxxxx Xxxxxxxx'x Xxxxxss: c/o Zeeco Trading 4523 North Houston School Road Xxxxxxxxx, The Providence Service XX 00000 Xxx xxxxxxx xxxx xx Xxxxxxxx xxxxx xxxx Xxxxx xxxxx xx xxxx xx xxx above address, with copies to: [Insert name and address of property manager]: --------------------------------- --------------------------------- --------------------------------- Attn: --------------------------- Phone: ( ) --- --------------------- Tenant: Broadcom Corporation, a Delaware California corporation Tenant's Contact Person: Director of Corporate Services Tenant's Address and Telephone Number: 16215 Alton Parkway Irvine, CA 92618 (“Parent”)949) 450-8700 Building Square Footage: Approximately Two Hundred Xxxxxxxx (000,000) rentable square feet in one, PRSC Acquisition Corporation, a Delaware corporation and a direct, whollypartial two-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof story building (the “Stockholders’ Representative”"Building" or "Project").

INDEX OF DEFINED TERMS. “To The following terms used in this Agreement have the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 meanings ascribed to them on the pages indicated below: Acceptable Confidentiality Agreement 58 Action 22 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 7 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Recommendation 1 Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Certificates 6 Options 13 Company Takeover Proposal 48 Stock Plans 13 Company Transaction Expenses 5 Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 59 Contract 59 Copyrights 30 Covered Securityholders 37 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Domain Names 30 Effective Time 2 Encumbrance 30 6 Employment Compensation Arrangement 37 Environment 20 Environmental Laws 39 Claim 20 Environmental Liabilities 39 Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 32 59 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 59 ESPP 11 Exchange Act 41 2 Exchange Fund 6 8 Existing Credit Agreement 54 FAR 25 Filed SEC Documents 12 Final Closing Statement 12 Offering Period 11 Financial Statement Date 31 Advisor 37 Financial Statements 31 FLSA Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 29 Government Programs 40 16 Governmental Authority 22 15 Governmental Authorizations 15 Hazardous Materials 39 21 HSR Act 22 15 Import and Export Laws 19 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 59 Indemnified Person 64 Insurance Policy 35 Party 52 Intellectual Property 24 30 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Last Measurement Period 11 Law 19 Lease 30 15 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Liens 13 Marks 30 Material Adverse Effect 18 59 Material Contracts 26 Contract 23 Material Policies 35 Maximum Premium 53 Merger 1 Merger Consideration 3 Closing 5 Merger Closing Date 5 Merger Consideration Statement 5 7 Merger Sub 1 Obligated Person 64 Minimum Tender Condition I-1 Multiemployer Plan 60 Notice of Intended Recommendation Change 47 Offer 1 Offer Closing 3 Offer Conditions 2 Offer Documents 3 Offer Price 1 Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 24 30 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 401(k) Plan 51 Parent Cash Award 10 Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Party 1 Patents 30 Paying Agent 8 Permitted Encumbrances Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Potential 280G Benefits Recommendation 15 Registered IP 61 Regulatory Condition I-1 Release 21 Representative 61 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 Xxxxxxxx-Xxxxx Act 16 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 Short Performance Period 11 Software 31 Specified Foreign Merger Control Laws 49 Proposed Closing Statement 12 Receivables Subsidiary 61 Superior Proposal 45 Support Agreement 1 Surviving Corporation 5 Surviving Corporation Certificate of Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Termination Condition I-2 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person Transaction Litigation 49 TSR 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Underwater Option 10 Voting Company Debt 14

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Affiliated Entity 34 Independent Accountant 15 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Initial Closing Financial Statements 56 Statement 14 Balance Sheet 19 Insurance Policies 24 Balance Sheet Date 19 Interests 1 Basket 45 Liabilities 19 Beneficial Owner 1 Loss Determination Date 48 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 25 Material Contracts 21 Buyer 1 Note 11 Buyer Indemnitees 43 Patents 5 Closing 2 11 Payoff Letters 12 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 22 Closing Transaction Consideration 10 Proposed Closing Statement 14 Company 1 Qualified Benefit Plan 26 Company Charter Documents 18 Resolution Period 15 Copyrights 5 Review Period 15 Direct Claim 47 Section 503 29 Disputed Amounts 15 Security Agreement 11 Domain Names 5 Seller 1 E.O. 11246 29 Seller Indemnitees 44 Effective Date 1 SLR 12 Receivables 31 Registration ERC Denial 38 Special Representations 43 ERC Receipt Date 38 Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval of Objections 15 Estimated Closing Cash 14 Subsidiary 19 Estimated Closing Indebtedness 14 Tax Claim 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Estimated Closing Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 14 Third-Party Claim 46 Estimated Transaction Expenses 14 Trademarks 5 Financial Statements 19 Transaction 1 Fundamental Representations 43 Transfer Taxes 39 Indemnified Party 45 Union 28 Indemnifying Party 45 VEVRAA 29 MEMBERSHIP INTEREST PURCHASE AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This Membership Interest Purchase Agreement (this “Agreement”) is made ), dated as of November 6March 1, 20072024, by and is entered into among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI AgentGlobal Esports Properties, LLC, a Delaware limited liability companycompany (“Buyer”), as the representative GameSquare Esports (USA), Inc., a Nevada corporation and sole member of the Sellers Company (“Seller”), and certain other persons identified in Section 9 hereof GameSquare Holdings, Inc., a corporation formed under the laws of the province of Ontario (the “Stockholders’ RepresentativeBeneficial Owner”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Affected Loan(s) 17 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Xxxx of Sale 2 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Closing Date Indebtedness Collateral Information 10 Crossed Mortgage Loans 16 Cure Request 16 Custodian 1 Defective Mortgage Loan 16 Dispute 19 Final Judicial Determination 19 Final Memorandum 1 Indemnification Agreement 12 Initial Purchasers 1 Master Servicer 1 Material Breach 15 Material Document Defect 15 Mortgage File 3 Mortgage Loan Schedule 1 Mortgage Loans 1 MOU 24 Officer’s Certificate 6 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 19 Seller 1 Seller Defeasance Rights and Obligations 20 Seller Reporting Information 13 Seller’s Information 12 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Underwriters 1 Company Common Stock Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6[__] [__], 200720[__], by between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and among Charter LCI CorporationXxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of [__], a Delaware corporation 20[_] between Purchaser, as depositor, [________], as master servicer (the “ParentMaster Servicer”), PRSC Acquisition Corporation[_________], a Delaware corporation and a direct, wholly-owned subsidiary of Parent as special servicer (the “Merger SubSpecial Servicer”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company[______], as trustee (the representative of “Trustee”), [_________], as custodian (in such capacity, the Sellers “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and [_________], as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20[_]-[_] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class [_], Class [_] and Class [_] Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and [_____] (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class [_], Class [_] and Class [_] Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and [_____] (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated [__], 20[_], as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated [__] [__], 20[__] (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Defined Terms Page Access Notice 57 Acquiror 1 Acquiror 401(k) Plan 65 Acquiror Benefit Arrangement 61 Acquiror Fundamental Representations 1 Acquiror Indemnified Person 60 Parties 74 Acquiror Licensed IP 53 Acquiror Pension Plan 62 Acquiror’s Banker 43 Action 22 1 Actuary 1 Affiliate 2 Agreement 1 Ancillary Agreements 2 Anti-Boycott Regulations 39 Antitrust Laws 30 Applicable Food Safety Laws 40 Assumed Contracts 13 Assumed Liabilities 17 Audited Financial Statements 10 Xxxx of Sale, Assignment and Assumption Agreement 2 Business 1 Business Books and Records 2 Business Day 2 Business Employee 2 Business Financial Statements 31 Business IP 33 Business Leased Real Property 5 Business Owned Real Property 8 Business Pension Participants 2 Business Territory 2 Cash on Hand 2 Closing 23 Closing Adjustment 23 Closing Amount 23 Closing Date 23 Closing Working Capital 26 COBRA 66 Code 2 Defined Terms Page Commonly Controlled Entity 36 Company 1 Company 401(k) Plans 65 Company Contract 2 Company Indemnified Parties 74 Company IP Agreements 35 Company Pension Plan 3 Company Plan 3 Company Protected Parties 83 Company True-Up Amount 64 Competing Activities 50 Competing Product 3 Confidential Information 47 Confidentiality Agreement 47 Consultation Period 27 Contracts 13 Control 3 Controlling Party 75 Cost Neutral Basis 21 Arbitrator Critical Dividable Contracts 21 Customs Laws 40 Deposit 23 Disclosure Schedule 29 Dividable Contract 34 EAR 39 End Date 73 Environmental Law 3 Environmental Permit 3 Equipment 13 ERISA 3 Escrow Agent 23 Escrow Agreement 23 Estimated Company Pension Plan Transfer Amount 63 Estimated Working Capital 26 Excluded Assets 15 Excluded Liabilities 19 Excluded UPC Codes 3 Facilities 3 FCPA 39 Federal Law of Economic Competition 3 Final Company Transfer Date 64 Final Working Capital 28 Final Working Capital Statement 28 Financial Statements 31 Financing Commitments 43 Financing Sources 3 Form of Working Capital Statement of the Business 11 Former Business Employee 4 Fundamental Representations 4 GAAP 4 Government Antitrust Entity 48 Governmental Entity 4 Governmental Order 4 HSR Act 4 Indebtedness 4 Indemnified Party 75 Indemnifying Party 75 Independent Accounting Firm 28 Initial Company Transfer Amount 63 Initial Working Capital Statement 26 Intellectual Property 4 Inventory 5 IRS 5 Knowledge of the Company 5 Law 5 Leased Real Property 5 Liabilities 5 Lien 6 Losses 6 Marketing Period 6 Material Adverse Effect 7 Materials of Environmental Concern 8 Minority Shareholders 8 Multiemployer Plan 66 Notice of Disagreement 27 Other Dividable Contracts 8 Owned Real Property 8 Parent 1 Parent Shareholder Approval 42 PBGC 36 Pension Plan Transfer Amount 64 Permits 32 Permitted Liens 8 Person 9 Post-Closing Adjustment 29 Post-Closing Consents 49 Post-Closing Dividable Contracts 21 Post-Termination Welfare Plans 65 Pre-Closing Period 44 Pre-Closing Tax Period 9 Product 9 Proposed Transaction 56 Purchase Price 23 Qualifying Shared Asset 9 Real Estate Leases 9 Real Properties 9 Recall 9 Registered IP 33 Related to the Business 9 Release 9 Representative 10 Required Financing Information 10 Retained Employees 10 Review Period 26 Revised Company Pension Plan Transfer Amount 63 Securities Act 43 Seller Licensed IP 53 Share Transfer Documents 12 Shares 1 Software 10 Statement of Net Assets 31 Audited Closing Financial Statements 56 Benefit Straddle Period 68 Subsidiary 10 Target Working Capital 10 Tax 10 Tax Returns 10 Third Party Claim 75 Third Party Rights 21 Title Company 55 Trademarks 4 Transaction Agreements 11 Transfer Taxes 52 Transferred Assets 12 Transferred Employee 59 Transferred Entities 1 Transferred Entity Contract 11 Transferred Entity Employee 11 Transferred Entity Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net 11 Transferred IP 13 Transition Services Agreement 52 U.S. Economic Sanctions 40 Union Employee 11 Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This PURCHASE AGREEMENT, dated as of October 9, 2013 (this “Agreement”) ), is made as of November 6, 2007, by and among Charter LCI CorporationDEL MONTE CORPORATION, a Delaware corporation (the “Company”), The Providence Service Corporationand DEL MONTE FOODS CONSUMER PRODUCTS, INC., a Delaware corporation (the “Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger SubAcquiror”), and, only with respect to those Sections solely for purposes of this Agreement expressly applicable to itSection 11.20, CLCI Agent, LLCDEL MONTE PACIFIC LIMITED, a Delaware limited liability company, as corporation established under the representative laws of the Sellers and certain other persons identified in Section 9 hereof British Virgin Islands (the “Stockholders’ RepresentativeParent”).

INDEX OF DEFINED TERMS. “To The following terms have the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 meanings given to such terms on the page numbers set forth below: $ 3 Account 29 Account Contracts 12 Accounting Firm 21 Accounting Principles 2 Accounts Receivable 2 Accounts Schedule 29 Acquired Assets 11 Acquisition 11 Affiliate 2 AFIC 1 AFIC II 1 Agreement 1 Ancillary Agreements Alternative Transaction 50 Assumed Liabilities 15 At Risk Client Balances 24 Average Earnout Period Index 23 Base Purchase Price 2 BidPay 1 Business 1 Business Day 2 Business Permits 43 Business Trade Rights 2 Cap 65 Cash Balance Plan 16 Check Freight 1 Claim 2 Claim Notice 66 Closing 19 Closing Bonus 58 Closing Data Tape 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Date 19 Closing Net Funds Employed 2 Closing Date Premium 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Statement 21 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 2 Collecting Party 25 Competitive Business 51 Competitor 51 Confidentiality Agreement 52 Continuing 53 Contracts 3 control 2 controlled by 2 Controlling Party 68 Credit and Collection Policies 3 Data Tape 3 De Minimis Amount 65 Deductible Amount 65 Direct Claim 66 dollars 3 Earnout Amount 23 Earnout Period 24 Earnout Statement 23 Employee Plans/Agreements 38 Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 57 Environmental Laws 39 Environmental Liabilities 39 3 ERISA 32 3 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 3 Estimated Closing Statement 11 3 Estimated Working Capital Deficit 11 Net Funds Employed 3 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Total Post-Closing Bonus Payments 58 Excess Earnout Index 24 Excess Earnout Percentage 24 Excluded Assets 14 Excluded Liability 15 Excluded Tax Liability 16 Facilities 1 Factoring Agreements 12 Factoring Company Guide 1 Filing Party 49 Final Closing Statement 12 Financial Statement Date 31 Net Funds Employed 22 Final Foreign Cash Amount 23 Final Prepaids Amount 23 Final Purchase Price 23 Final Total Post-Closing Bonus Payments 58 Financial Statements 31 FLSA 37 28 Foreign Cash Amount 2 Fundamental Representations 64 Funded Indebtedness 3 GAAP 29 Government Programs 40 28 Governmental Authority 22 Hazardous Materials 39 Entity 59 Group Companies 1 HSR Act 22 Indebtedness 27 IBC 1 ICC 1 ICC Chase Credit Facility 4 ICC Financial Statements 28 Indemnifiable Indemnified Parties 65 Indemnifying Party 66 Index 24 Index Ceiling 24 Index Range 24 Index Value 24 Individual Sellers 4 Information 52 Insurance Policies 35 IRS 4 Knowhow 4 knowledge of Seller 4 Laws 4 Leased Property 34 Liability 4 Liens 4 Litigation 4 Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 4 Material Adverse Effect 30 Material Contract 5 Maximum Earnout 24 Mistakenly Transferred Assets 18 Material New Mexico Facility 1 Non-Collecting Party 25 Non-Controlling Party 68 Notice of Disagreement 21 Office 99 Accounts 2 Orders 27 Other Transaction Documents 5 Outside Date 63 Party 5 Payoff Letters 20 Payroll Tax Shortfall 58 PEO Agreements 38 PEOs 5 Permits 5 Permitted Liens 5 Person 5 Personal Goodwill 5 Personal Property 12 Post-Closing Bonus 58 Post-Closing Bonus Adjustment 58 Post-Closing Tax Period 5 Pre-Closing Tax Period 5 Premises Lease Amendments 61 Prepaids Amount 2 Purchase Price 11 Purchaser 1 Purchaser Indemnified Parties 64 Purchaser Obligations 73 Purchaser Parent 1 Purchaser’s Allocation Notice 56 Qualified Employee 58 Recent Balance Sheet 28 Records 13 Release 6 Required Third Party Consents 61 Reviewing Party 49 Sample Closing Statement 6 Seller Disclosure Schedule 25 Seller Indemnified Parties 65 Seller Trade Rights 6 Sellers 1 Sellers’ Allocation 56 Sellers’ Obligations 73 Settlement Accounts 12 Signing Data Tape 6 Straddle Period 57 Tax 6 Tax Claim 68 Tax Proceeding 6 Taxes 6 Technology 12 Technology Connectivity 56 Texas Courts 72 Texas Facility 1 Third-Party Claim 66 Total Closing Bonus Payments 58 Trade Rights 6 Transaction Documents 6 Transfer 7 Transfer Taxes 7 Transferred Accounts Receivable 12 Transferred Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned 12 Transferred Employee 58 Transferred Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Transferred Leases 12 Transferred Personal Property 12 Transferred Personnel Files 13 Transferred Records 13 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).7 under common control 2 Waste 7

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Term Page Accounting Principles 1 Accounts Receivable 8 Adjustment Amount 12 Adjustment Report 11 Affiliate 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Antitrust Laws 1 Assignment of Intellectual Property 16 Assumed Contracts 8 Assumed Liabilities 13 Assumed Net Debt 2 Assumed Net Debt Difference 2 Xxxx of Sale 16 Business 2 Business Day 2 Business Employees 43 Business Intellectual Property 2 Business Real Property 2 Buyer 1 Buyer Indemnitees 39 Buyer Material Adverse Effect 2 CERCLA 3 Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 15 Closing 2 Balance Sheet 11 Closing Date 2 15 Closing Date Indebtedness 5 Consideration Calculation Certificate 10 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 Payment 10 CNS 34 COBRA 33 44 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 2 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 2 Consents 32 Consultant 34 Deductible 40 Disclosure Schedule 18 Dissenting Shares 18 Effective Time Letter 2 Encumbrance DOJ 30 Employee Plan 3 End Date 38 Environmental Laws 39 3 Environmental Liabilities Permits 26 Environmental Representations 39 ERISA 32 ERISA Affiliate 32 25 Term Page Escrow Agent 4 17 Escrow Agreement 4 17 Escrow Fund 4 Amount 10 Estimated Closing Date Assumed Net Working Capital Debt 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Balance Sheet 10 Expense Notice 42 Expiration Date 39 Facilities 1 Financial Statement Date 31 Effective Time 3 Financial Statements 31 FLSA 37 3 FTC 30 Fundamental Representations 39 GAAP 29 Government Programs 40 3 Governmental Authority 22 3 GPII 1 Greensboro Facility 1 Greensboro Lease Agreements 3 Greensboro Warehouse Facility 1 Hazardous Materials 39 Substances 3 HSR Act 22 4 Improvements 23 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 4 Indemnified Person 64 Insurance Policy 35 Party 41 Indemnifying Party 41 Independent Auditors 12 Initial Phase-out Period 46 Instrument of Assumption 16 Intellectual Property 24 Intellectual Property Assignment Agreement Rights 4 Interim Financial Statements 3 Inventory 4 IRS 4 Knowledge of Sellers 4 Labels Company 1 Law 4 Lease Agreements 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 4 Lien 5 Losses 39 Material Adverse Effect 18 5 Material Contracts 26 Merger 20 Most Recent Balance Sheet Date 5 NFA 34 Non-competition Agreement 16 Xxxxxxx Deed 16 Xxxxxxx Facility 1 Merger Consideration 3 Merger Consideration Statement Xxxxxxx Remediation 35 Xxxxxxx Remediation Expenses 5 Merger Sub 1 Obligated Person 64 Notice of Claim 41 OAC 34 ORC 34 Order 5 Ordinary Course 6 Owned Intellectual Real Property 24 6 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Guaranty 51 Party 6 Permits 26 Permitted Exceptions 6 Permitted Xxxxxxx Phase II 34 Person 6 Post-Closing Assumed Net Debt Certificate 11 Pre-Closing Environmental Matters 6 Proceeding 23 Prorated Amounts 11 Proration Adjustment 6 Proration Certificate 11 Purchase Price 10 Purchase Price Allocation Schedule 15 Purchased Assets 8 Remediation Consultant 34 Remediation Standards 34 Retained Assets 9 Retained Liabilities 13 Seller Employee Plans 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement Seller Indemnitees 41 Sellers 1 Settlement Agreement 17 Settlement Date 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Successor Liability Taxes 26 Taxes 7 Taxing Authority 7 Transaction Documents 7 Transfer Taxes 14 Transferred Employees 43 Transition Services Agreement 7 Union 14 Vehicles 7 WARN 44 Work Plan 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 Year End Financial Statements 3 ASSET PURCHASE AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This Asset Purchase Agreement is made and entered into this 1st day of February, 2014, (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporationbetween Graphic Packaging International, a Delaware corporation (the “Company”), The Providence Service CorporationInc., a Delaware corporation (“ParentGPII”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI AgentBluegrass Labels Company, LLC, a Delaware limited liability companycompany (“Labels Company” and, as the representative of the Sellers and certain other persons identified in Section 9 hereof (together with GPII, the “Stockholders’ RepresentativeSellers”), MCC-Xxxxxxx, LLC, an Ohio limited liability company (“Buyer”) and, solely for the purposes of Section 13.16, Multi-Color Corporation, an Ohio corporation (“Parent”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Termination Notice Page 15% IRR Deficiency 53 20% IRR Deficiency 53 25% IRR Deficiency 54 Acceptance Notice 36 Accounts 24 Acquisition Costs 3 Act 1 Administrative Member 16 Administrative Member Costs 3 Administrative Member's Price 35 Administrative Obligations Exhibit 23 Affiliate 3 Agreement 1, 53 Applicable Rate 12 Arbitration Notice 30 Bankruptcy/Dissolution Event 4 BREA 1 Ancillary BREA Sale 16 BREA's Membership Interest 35 Budget 4 Business Agreements 21 Arbitrator 12 Assets 31 Audited 4 Capital Budget 4 Claim 4 Claims 40 Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 7 Closing Date 2 7 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital Statement 11 COBRA 33 Code 7 Collateral Agreement 4 Company 1 Company Common Stock Percentages 4 Company Subsidiaries 2 Company's Accountants 23 Consultant 27 Contributing Member 12 Contribution Request 11 Contributions 53 control 4 Conveyance Documents 20 Credit Agreement 1 Company Recommendation Cure Period 5 Default Loan 12 Deficiency 12 Deposit 7 Dissolution Event 33 Distributable Cash 14 Distributions 53 ESC 1 Company Stock Certificates Escrow Agent 7 Existing Agreement 1 Existing Competing Projects 8 Extraordinary Income and Extraordinary Expenses 29 GAAP 23 Grossed Up Sale Price 16 Guaranty Payment 39 Indemnitee 39 Intent to Sell Notice 35 Investment Maintenance Costs 5 IRR Deficiency 53 IRR Exhibit 14 IRR Rate 53 Laws 5 Lender 1 Liability Percentage 39 Loan 1 Loan Documents 20 Major Decisions 16 Management Agreement 27 Marketing Period 37 Material Action 5 Member 2 Member Cessation Event 2 Members 2 Money Market Account 24 Non-Contributing Member 12 Noncurable Default 5 Non-Paying Member 39 Note 1 Obligation 6 Company Takeover Proposal 48 Company Transaction Operating Accounts 24 Operating Budget 4 Operating Expenses 5 Confidentiality 29 Operating Licenses 28 Paying Member 39 Performance Benchmarks 29 Periodic Report 23 Permitted Portfolio Acquisition 6 Portfolio Cash Return 29 Project 2 Project Financing 6, 10 Project Financing Documents 6, 10 Project Financing Guaranty Documents 6, 10 Project Lender 6, 10 Promote Clauses 31 Properties 6 Property 6 Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 6 Purchase Date 36 Purchase Deposit 36 Purchase Offer 35 Purchase Price 7 Recourse Acts 40 Requirements 7 Securities Act 41 Security Instrument 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Seller 7 Sole Member 2 Special Member 3 Special Purpose Provisions 21 Subsequent Contribution 11 Supplemental Notice 38 Tax Exhibit 34 Termination Notice 30 Third Party Price 38 Time 2 Encumbrance 30 Environmental Laws 39 Environmental 0 53 Transfer 28 Transferred Percentage 16 Unpaid Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, whollyWinding-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Up Member 34

INDEX OF DEFINED TERMS. “To 20% Owner 6 Equity Securities 8 A&R Agreement 5 Estimated Tax Liability 35 Additional Securities 23 Event of Withdrawal 8 Additional Unitholder 6 Executive 8 Adjusted Capital Account Deficit 6 Executive Manager 38 Affiliate 6 Fair Market Value 9 Affiliated Institution 6 Family Group 9 Agreement 6 Fiscal Quarter 9 Ancillary Documents 15 Fiscal Year 9, 21 Approved Sale 64 Forfeited Units 34 available amount 33 Founder Unitholder 30 Blocker Corporation 6 Fund XII/A Managers 38 Board 7 Governmental Entity 9 Board Governance Exceptions 7 Grossed-Up Amount 9 Book Value 7 GTCR Advisory Agreement 9 Business 7 GTCR Fund 9 CABO 7 GTCR Investor 9 CABO Entity 7 GTCR Investor Representative 10 CABO Investment 5 GTCR Investor Votes 40 CABO Investor 7 GTCR Management 9 CABO Managers 38 GTCR Manager 38 CABO Equity Purchase Agreement 7 GTCR Managers 38 Call Option Transfer 15 GTCR Unit Purchase Agreement 10 Capital Account 7 Incentive Unit 10 Capital Contributions 7 Indemnitee 10 Certificate 8 Independent Manager 38 Chosen Courts 75 Initial Distribution 10 Class A Units 16 Institutional Holder 10 Class A Unpaid Yield 22 Investor Manager 38 Class A Unreturned Capital 22 Investor Managers 38 Class A Yield 22 Investor Residual 10 Class B Units 16 Investors 11 Class C Units 16 Issuance Closing 67 Closing Distributions 36 Issuance Notice 66 Code 8 Liens 11 Company 5 Losses 11 Company Interest 8 Management Unitholder 11 Confidential Information 58 Manager 11 Court of Chancery 75 Minimum Gain 11 Delaware Act 8 Net Loss 11 Delaware Federal Court 75 Net Profit 11 Dispute 76 New Securities 11 Distribution 8 Notice 56 Officers 12 Senior Management Agreement 13 Original Agreement 5 Specified Person 14 Other Business 29 Splitter Manager 38 Participating Class C Uxxx 00 Xxxxxxxx Xxxxx X Xxxx 00 Participating Residual Unit 12 Subject Unitholders 74 Participation Threshold 24 Subsidiary 14 Partnership Tax Audit Rules 12 Subsidiary Public Offering 14 Permitted Transferee 61 Substituted Unitholder 14 Person 12 Tag-Along Notice 63 Pro Rata Allotment 66 Tag-Along Transfer 15 Proceeding 46 Tag-Along Unitholders 63 Profits 12 Tax 14 Public Offering 12 Tax Distribution 34 Public Sale 12 Tax Distribution Conditions 34 Put Option 12 Tax Matters Partner 54 Put Right Transfer 15 Taxable Year 15 Qualified Holder 66 Taxes 14 Registration Agreement 13 Transaction Documents 15 Regulatory Allocations 52 Transfer 15 Repurchase Class A Unit 22 Transfer Actions 15 Required Interest 13 Transferee 15 Residual Units 13 Transferred 15 Safe Harbor 56 Transferring Investor 63 Sale of the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 13 Treasury Regulations 16 Securities 13 Unit 16 Securities Act 13 Unit Ledger 23 Securities Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 13 Unitholder 16 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).65

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements Land Grant Contract 3 Anti-Corruption Laws 21 Arbitrator Laws 2 Approved Budget and Business Plan 4 Losses 15 Auction 2 New Land 1 Auction Documents 12 Assets 31 Audited Closing Financial Statements 56 Benefit Onshore Financing 7 Budget and Business Plan 32 Certificate 4 Parties 1 Business Day 2 Party 1 Capital Contribution Conditions Precedent 8 PBOC 2 Capital Contribution Delivery Date 9 Prax 1 Change of Merger 2 Change in Law 21 Prax Capital Contribution Deliverables 10 CHL 1 Prax Project Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Deliverables 6 CHL/New Land Capital 11 COBRA 33 Code 7 Contribution Deliverables 10 PRC 1 CHL/New Land Project Company Deliverables 6 Project 4 Confidential Information 16 Project Company 1 Control 20 Project Company Common Stock Articles of Association 6 Cost Ceiling 3 Project Company Conditions Precedent 4 Funded Auction Deposit 2 Project Company Delivery Date 5 Funded Pre-Construction Costs 7 Project Company Governmental Approvals 6 Funded Preparation Fee 7 Registered Capital Ceiling 8 HK SPV 1 Company Recommendation Shaanxi DOC 6 HK SPV Amended and Restated Memorandum and Articles of Association 10 Shareholders’ Agreement 9 Hong Kong 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Subscription Agreement 10 Joint Venture Agreement 5 Target Land 1 Land Acquisition Cost 3 Target Registered Capital 8 Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time Document 11 Transaction Documents 11 Xi’an LRB 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 StockholdersEXHIBIT A JOINT VENTURE AGREEMENT [To Be Attached] Exh. A EXHIBIT B PROJECT COMPANY ARTICLES OF ASSOCIATION [To Be Attached] Exh. B EXHIBIT C SHAREHOLDERS’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT [To Be Attached] Exh. C EXHIBIT D SHARE SUBSCRIPTION AGREEMENT [To Be Attached] Exh. D EXHIBIT E HK SPV AMENDED AND PLAN RESTATED MEMORANDUM AND ARTICLES OF MERGER THIS AGREEMENT AND PLAN ASSOCIATION [To Be Attached] Exh. E EXHIBIT F DEED OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).GUARANTEE [To Be Attached] Exh. F

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 22 Accountant’s Due Diligence Report 25 Affected Loan(s) 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Authenticating Agent 1 Bxxx of Sale 2 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Administrator 1 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificate Registrar 1 Certificates 1 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital Collateral Information 11 COBRA 33 Code 7 Company Crossed Mortgage Loans 20 Cure Request 18 Custodian 1 Company Common Stock Defective Mortgage Loan 20 Depositor 1 Company Recommendation Dispute 22 Final Judicial Determination 23 Final Memorandum 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Indemnification Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 14 Initial Purchasers 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law Trust 1 Loss of Value Payment 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare Master Servicer 1 Material Breach 18 Material Adverse Effect Document Defect 18 Material Contracts 26 Merger Mortgage File 3, 8, 1 Merger Consideration 3 Merger Consideration Statement Mortgage Loan Purchase Agreement 1 Mortgage Loan Schedule 2, 1 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 28 MSMCH Lender Successor Borrower Right 23 Operating Advisor 1 Originator 27 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Preliminary Prospectus 1 Private Certificates 1 Prospectus 1 Public Certificates 1 Purchaser 1 Repurchase Request 22 Seller Reporting Information 15 Seller’s Information 14 Servicing Transfer Event 18 Special Servicer 1 Sponsor 27 Trustee 1 UCC 5 Merger Sub Underwriters 1 Obligated Person 64 Owned Intellectual Property 24 Parent Underwriting Agreement 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER Mortgage Loan Purchase Agreement (this “Agreement”), dated [DATE], between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of [DATE], a Delaware corporation and a directbetween Purchaser, wholly-owned subsidiary of Parent as depositor, [MASTER SERVICER], as master servicer (the “Merger SubMaster Servicer”),[SPECIAL SERVICER], as special servicer (the “Special Servicer”), [OPERATING ADVISOR], as operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (the “Trustee”), [CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”), [CUSTODIAN], as custodian (the “Custodian”), [CERTIFICATE REGISTRAR], as certificate registrar (the “Certificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”) and, only with respect in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Trust will issue to those Sections of this Agreement expressly applicable the Depositor pass-through certificates to it, CLCI Agent, LLC, a Delaware limited liability companybe known as [CERTIFICATE CAPTION] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class [PUBLICLY OFFERED CLASSES] Certificates (the “Public Certificates”)will be sold by Purchaser to [UNDERWRITERS], as underwriters (in such capacities, the representative “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to [INITIAL PURCHASERS], as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated [DATE] (the “Preliminary Prospectus”) and a Prospectus dated [DATE] (the “Prospectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated [DATE], the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Acceptable Confidentiality Agreement 98 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Anti-Corruption Laws 34 Appraisal Withdrawal 11 Appraised Fair Value 11 Benefit Plan 32 Plans 24 Bermuda Companies Act 3 Book-Entry Shares 8 Burdensome Condition 64 business day 98 Capital Stock 98 Capitalization Date 16 Certificate of Merger 2 4 Certificates 8 Change in Company of Recommendation 48 Claim Period 63 Claims 56 55 Class A Common Stock 16 Class B Common Stock 16 Closing 2 4 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 4 Common Share 6 Common Share Consideration 6 Common Stock 16 Communications Law 98 Company 1 Company Common Stock Benefit Plans 72 Company Board of Directors 1 Company Board Recommendation 1 Company Stock Certificates 6 Disclosure Letter 14 Company Takeover Proposal 48 Equity Awards 12 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Equity Plan 98 Company Financial Statement Date 31 Financial Statements 31 FLSA Advisor 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Company Governing Documents 98 Company Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 76 Company Material Adverse Effect 18 98 Company Material Contract 28 Company Options 12 Company Permits 34 Company Related Parties 89 Company RSUs 12 Company SEC Documents 21 Company Subsidiary 15 Company Systems 98 Company Termination Fee 98 Company Transaction Related Matters 89 Competing Proposal 98 Competition Law 98 Compliant 98 Confidentiality Agreement 98 Continuing Employees 72 Contracts 26 98 Covered Persons 69 Curaçao Restructuring 62 D&O Insurance 69 Debt Financing 42 Debt Financing Documents 1 Debt Financing Sources 98 Debt Payoff 79 Dissenting Shares 98 Effect 98 Effective Time 4 Enforceability Exceptions 19 Environmental Law 98 Environmental Permit 98 Equity Commitment Letter 1 Equity Financing 42 Equity Interests 16 Equity Investors 42 Exceptions 48 Exchange Act 21 Exchange Fund 8 Ex-Im Laws 34 Expenses 98 Financial Statements 21 Financing 42 Financing Documents 1 GAAP 21 Government Official 98 Governmental Entity 20 Xxxxxxxxx 00 Xxxxxxxxx 00 v Hazardous Substances 98 Indebtedness 98 Indemnification Agreements 69 Intellectual Property Rights 98 Intervening Event 98 knowledge 98 Law 98 Legal Proceeding 24 Lender Related Party 89 Liabilities 98 Licensed Company Intellectual Property 98 Lien 98 Marketing Period 98 Merger 1 Merger Consideration 3 Application 4 Merger Consideration Statement 5 6 Merger Sub 1 Obligated Person 64 Merger Sub Common Stock 6 Nasdaq 20 New York Courts 111 Notice Period 55 OFAC 34 Option Consideration 12 Outside Date 98 Owned Company Intellectual Property 24 98 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Disclosure Letter 40 Parent Related Parties 89 Parent Termination Fee 98 Parent Transaction Related Matters 89 Paying Agent 8 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Liens 31 Person 98 Pre-Closing Period 48 Preferred Share 6 Preferred Stock 16 Proxy Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 37 Xxxxxxxxx 0 Representatives 98 Required Stockholder Communications Approvals 20 Required Competition Approvals 20 Required Information 79 Requisite Shareholder Approval 40 98 Sanctioned Country 34 Sanctioned Person 34 Sanctions Laws 34 Xxxxxxxx-Xxxxx Act 21 SEC 8 14 Securities Act 8 Seller Indemnification Cap 21 Series A Preferred Share Consideration 6 Series A Preferred Stock 16 Series B Preferred Share Consideration 6 Series B Preferred Stock 16 Shareholder Guarantees 98 Shareholders 1 Shareholders Meeting 62 Shares 6 Significant Subsidiary 98 Software 25 Stockholders’ Representative 98 Solvent 46 Special Committee 1 Statutory Merger Agreement 98 Subsidiaries 21 98 Subsidiary 98 Superior Proposal 98 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Company 3 Systems 98 Takeover Law 38 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 98 Taxes 98 Termination Fee 98 Trade Control Laws 34 Transaction Litigation 98 Transactions 1 Voting Agreement 1 Willful Breach 98 vi AGREEMENT AND PLAN OF MERGER THIS This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6October 27, 20072019, is by and among Charter LCI CorporationTV Bidco B.V., a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation Netherlands private limited liability company (“Parent”), PRSC Acquisition CorporationTV Bermuda Ltd., a Delaware corporation Bermuda exempted company limited by shares and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLCand Central European Media Enterprises Ltd., a Delaware Bermuda exempted company limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof by shares (the “Stockholders’ RepresentativeCompany”).

INDEX OF DEFINED TERMS. Acquiring Person 3 Original Rights Agreement 2 Affiliate 3 Person 5 Approved Acquisition 4, 2 Preferred Stock 5 Associate 3 Principal Party 22 Authorized Officer 28 Purchase Price 10 Beneficial Owner 4 Record Date 2, 1 Beneficial Ownership 4 Redemption Date 10 Beneficially Own 4 Redemption Price 31 Book Entry 4 Requesting Person 35 Business Day 4 Right 2, 1 Close of Business 4 Right Certificates 3 Code 4 Rights Agent 1 Common Stock 4 Rights Agreement 2, 1 Common Stock Equivalents 15 Second A&R Rights Agreement 2 Company 2 Section 11(a)(ii) Trigger Date 15 Company 382 Securities 4 Section 382 6 Current Value 15 Securities Act 6 Distribution Date 1 Security 17 Equivalent Preferred Shares 16 Spread 15 Exchange Act 4 Stock Acquisition Date 6 Exchange Ratio 32 Subsidiary 6 Exempted Person 4 Substitution Period 15 Exemption Request 35 Summary of Rights 7 Expiration Date 10 Tax Benefits 6 Final Expiration Date 5 Third A&R Rights Agreement 2 First A&R Rights Agreement 2 Threshold Holder 6 Grandfathered Person 5 Trading Day 17 Invalidation Time 14 Treasury Regulations 6 NOLs 2 Trust 32 NYSE 5 Trust Agreement 32 FIFTH AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT This Fifth Amended and Restated Section 382 Rights Agreement, dated as of November 10, 2023 (as amended, supplemented or otherwise modified from time to time, the “To the Knowledge ofRights Agreement” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6between CNO Financial Group, 2007, by and among Charter LCI CorporationInc., a Delaware corporation (the “Company”), The Providence Service Corporationand Equiniti Trust Company, a Delaware corporation LLC, successor to American Stock Transfer & Trust Company, LLC, as rights agent (the “ParentRights Agent”), PRSC Acquisition Corporationamends and restates, a Delaware corporation effective as of November 13, 2023, that certain Fourth Amended and a directRestated Section 382 Rights Agreement, wholly-owned subsidiary dated as of Parent November 12, 2020 (the “Merger SubFourth A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Third Amended and Restated Section 382 Rights Agreement, dated as of October 3, 2017 (the “Third A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (the “Second A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Xxxxxxx and Restated Section 382 Rights Agreement, dated as of December 6, 2011 (the “First A&R Rights Agreement”), andwhich amended and restated that certain Section 382 Rights Agreement, only with respect to those Sections dated as of this Agreement expressly applicable to itJanuary 20, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof 2009 (the “Stockholders’ RepresentativeOriginal Rights Agreement”), between the Company and the Rights Agent.

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement Acquired Assets 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Acquired Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 3 Acquired Lease 30 2 Acquired Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 2 Agreement 1 Agreement Dispute 63 Agreement Order 31 Allocation 57 Allocation Methodology 57 Anti-Corruption Law 27 Apportioned Obligations 58 Assigned Contract and Cure Schedule 6 Assigned Contracts 2 Assignment and Assumption Agreement 11 Assumed Cure Costs 5 Assumed Liabilities 5 Backup Bid Termination Date 32 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Bankruptcy Rules 33 Business 1 Business Confidential Information 51 Business Software 22 Cash Payment 9 Chosen Courts 63 Closing 10 Closing Date 11 Closing Date Payment 9 Collecting Party 40 Comprehensively Sanctioned Jurisdictions 26 Dataroom 28 Deposit 10 Designated Purchaser 60 Disclosure Schedules 61 Disputed Accounts Receivable 41 DOJ 44 Effect 71 Employees 41 Enforceability Exceptions 13 Environmental Permits 18 Escrow Agent 10 Excluded Assets 3 Excluded Contracts 3 Excluded Cure Costs 6 Excluded Insurance Policies 4 Excluded Liabilities 6 Express Representations 28 Filed SEC Documents 12 Financial Statements 13 Foreign Competition Laws 13 FTC 44 Fundamental Representations 53 Government Closure 44 Guaranteed Obligations 50 Guarantor 1 HIPAA 69 Inactive Employees 41 Indebtedness 35 Information Presentation 28 Inside Date 10 Insurance Policies 23 Invitae 1 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits Contract 15 Misconduct Allegations 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Non-Debtor Contract 6 Non-Executory Contract 6 Non-Recourse Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Outside Date 55 Parties 1 Party 1 Permits 18 Permitted Purposes 51 Previously Omitted Contract 7 Projections 49 Purchase Price 9 Purchaser 1 Purchaser Plans 42 Reimbursement Amount 53 Retained Privileged Materials 4 Retained Receivables 40 Security Incident 20 76 Security Risk Assessments 21 Seller 1 Seller Support Obligations 48 Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).1 Successful Bidder 32 Transfer Offer 41 Transfer Taxes 57 Transferred Employees 41 WARN 24

INDEX OF DEFINED TERMS. “To The following terms are defined in the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action Agreement on the following page: Definition Page Affiliate 21 Xxxxxxx Purchase Price 1 Xxxxxxx Shares 1 Xxxxxxx Stock Consideration 2 Xxxxxxx/Xxxxxxxxx Warranty Breach 35 APF 30 AR Adjustment Amounts 4 Business 1 Business Agreements 7, 22 Agreement Business Permits 13 Buyer 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Buyer Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 25 Buyer Indemnitee 35 Buyer Material Adverse Effect 23 Buyer SEC Reports 24 Buyer Warranty Breach 35 Buyer’s Fundamental Warranties 36 Capital Contribution 29 Closing 2 29 Closing Accounts Receivable 4 Closing Balance Sheet 3 Closing Date 2 29 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 3 Company 1 Company Common Stock 1 Balance Sheet 3 Company Recommendation 1 Company Stock Certificates Warranty Breach 34 Competing Business 33 Confidential Information 38 Consent 7 Current Financial Statements 8 Disclosure Letter 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule Dispute Notice 3 Xxxxxxx Money 2 Employment Agreements 31 Equipment 14 ERISA 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 18 Escrow Agent 4 1 Definition Page Escrow Agreement 4 2 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 1 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 3 Financial Statement Date 31 9 Financial Statements 31 FLSA 37 8 GAAP 29 Government Programs 40 3 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Entity 13 Governmental Order 7 Governmental Rule 7, 23 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 15 IRS 17 Leased Equipment 14 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 13 Liens 17 Losses 34 Material Adverse Effect 18 Material Contracts 26 Merger 6 Maximum Liability Cap 37 Maximum Working Capital Adjustment 3 Xx. Xxxxxxx 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Xx. Xxxxxxxxx 2 Noncompete Period 32 Non-Management Shareholders 1 Obligated Person 64 Non-Management Shareholders Purchase Price 2 Non-Management Shareholders Shares 2 Ordinary Course of Business 9 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed 15 Owned Real Property 13 Pension Plan 18 Person 7 Plans 17 Pre-Closing Statement 12 Receivables 31 Registration Statement 8 Expenses 29 Pro Rata Share 6 Proceeding 35 Purchase Price 2 Real Property 13 Related Party 29 Released Persons 56 21 Releases 31 Required Stockholder Approval 40 Consents 6 Restricted Stock Consideration 2 Review Period 3 Rights 8 SEC 8 24 Securities Act 26 Seller 1 Definition Page Seller Indemnitee 34 Seller Representative 4 Seller Warranty Breach 34 Sellers 1 Sellers’ Fundamental Warranties 36 Shareholders Schedule 1 Shares 1, 7 Stakeholders 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity Tax Returns 9 taxes 10 Territory 33 Xxxxxx Employment Agreement 31 Threshold Amount 37 Transaction Documents 31 Uncollected Accounts Receivable 4 Xxxxxxxxx Stock Consideration 2 Target Indemnified Person 61 Target Net Welfare Plan 18 Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).3

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Agreement 1 Lender Percentages 1 Backstop Commitments 4 Lender Replacement 6 Backstop Lenders 1 Lender Replacement Funds 6 Backstop Premium 5 Lender Replacement Notice 5 Bankruptcy Code 1 Lender Termination 5 Bankruptcy Court 1 Losses 21 Business Day 2 Material Adverse Effect 7 Chapter 11 Cases 1 Outside Date 18 Company 1 Participating Lender 6 Company Replacement Notice 5 Petition Date 1 Confirmation Date 18 Plan 1 Confirmation Order 1 Plan Effective Date 1 Credit Agreement 1 Purchase Notice 4 Debtors 1 Put Option 3 Defaulting Lender 5 Put Option Exercise Period 3 Disclosure Statement 13 Replacement Right 5 Environmental Law 9 Requisite Lenders 2 Exchange Act 8 Restructuring Support Agreement 1 Exchange Act Documents 8 Rights Expiration Time 2 Final Replacement Notice 6 Satisfaction Notice 4 Funding Price 1 Subscription Agent 2 Hazardous Materials 9 Subscription Documents 3 HSR Act 14 Taxes 11 Indemnified Claim 21 Terminating Lender 5 Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company 20 Termination Fee 20 Intellectual Property Rights 10 Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL Lender Default 5 Unsubscribed Term Loan 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 BACKSTOP AGREEMENT AND PLAN OF MERGER THIS BACKSTOP AGREEMENT AND PLAN OF MERGER (this the “Agreement”) is made ), dated as of November 6December 21, 20072016, by and among Charter LCI CorporationForbes Energy Services Ltd., a Delaware Texas corporation (the “Company”), The Providence Service Corporationand each of the undersigned parties identified on the signature pages hereto (each, a Delaware corporation (“ParentBackstop Lender” and collectively, the “Backstop Lenders”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent . Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restructuring Support Agreement (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”defined below).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 2010 ESPP 5 2010 NQSPP 5 ACA 27 Acceptable Confidentiality Agreement 71 Acquisition Proposal 43 Action 22 19 Affiliate 71 Affiliated Entities 11 Agreement 1 Ancillary Agreements 21 Arbitrator Alternative Financing 58 Anti-Corruption Laws 15 Antitrust Law 47 Applicable Date 15 Bankruptcy and Equity Exception 13 Benefit Continuation Period 51 Book-Entry Shares 7 Business Day 71 Bylaws 11 Cancelled Shares 3 Capitalization Date 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Incorporation 11 Certificate of Merger 2 Certificates 7 Change in Company of Control Offer Documents 57 Change of Recommendation 48 Claim Period 63 Claims 56 46 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital COBRA 20 Code 20 Common Stock 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Disclosure Letter 10 Company Recommendation 1 Employees 20 Company Equity Award 72 Company Notice 42 Company Plans 20 Company Related Parties 68 Company Requisite Vote 13 Company Securities 12 Company Stock Certificates 6 Plan 72 Company Takeover Proposal 48 Systems 24 Company Transaction Expenses 5 Termination Payment 72 Confidentiality Agreement 52 50 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 51 Contract 17 control 72 controlled 72 controlled by 72 controlling 72 Credit Facility 72 Cut-Off Date 41 Debt Financing 31 Debt Financing Commitments 31 Debt Financing Sources 72 Debt Tender Offer 56 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 9 DOJ 46 Earned MSUs 5 Effective Time 2 Encumbrance 30 End Date 65 Environmental Laws 39 Environmental Liabilities 39 25 Equity Financing 32 Equity Financing Commitment 31 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 20 ESPPs 5 Exchange Act 41 14 Exchange Fund 6 Final Closing Statement 12 Excluded Party 43 Existing Notes 55 Financial Statement Date Advisor 26 Financing 32 Financing Commitments 31 Financial Statements 31 FLSA 37 FTC 46 GAAP 29 73 Government Programs 40 Contract 73 Governmental Authority 22 Entity 14 Guarantor 1 Hazardous Materials 39 26 Health Care Laws 27 HIPAA 27 HSR Act 14 Indemnified Parties 52 Indenture 55 Intellectual Property 25 Intervening Event 42 IRS 20 knowledge 73 Law 73 Lender Related Party 68 Licenses 15 Liens 22 Indebtedness Marketing Period 73 Material Adverse Effect 74 Material Contract 19 Merger 1 Merger Sub 1 MSU 5 MSU End Price 5 No-Shop Period Start Date 39 Notice Period 43 Offer Documents 56 Option 4 Parent 1 Parent Disclosure Letter 29 Parent Group 46 Parent Guarantee 1 Parent Material Adverse Effect 64 Parent Related Party 68 Parent Termination Fee 67 Parties 1 Party 1 Paying Agent 6 Per Share Merger Consideration 4 Performance Options 4 Permitted Liens 22 Person 75 Preferred Stock 11 Proceeding 53 Proxy Statement 24 PSU 5 Recommendation 13 Recoupment Claims 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Registered Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Representatives 39 Required Stockholder Approval 40 Information 75 SEC 8 15 SEC Reports 15 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 15 Share 3 Stock Unit 4 Stockholders Meeting 45 subsidiaries 75 subsidiary 75 Superior Proposal 43 Supplemental Indenture 56 Support Agreement 1 Subsidiaries 21 Surviving Entity Corporation 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 23 Taxes 23 Transaction Documents 76 Transaction Litigation 62 Trustee 55 under common control with 72 Willful Breach 76 AGREEMENT AND PLAN OF MERGER THIS This AGREEMENT AND PLAN OF MERGER MERGER, dated as of October 30, 2016 (this “Agreement”) ), is made as of November 6, 2007, entered into by and among Charter LCI CorporationTeam Health Holdings, Inc., a Delaware corporation (the “Company”), The Providence Service CorporationTennessee Parent, Inc., a Delaware corporation (“Parent”), PRSC Acquisition Corporationand Tennessee Merger Sub, Inc., a Delaware corporation and a direct, wholly-wholly owned subsidiary of Parent (“Merger Sub”), ” and, only together with respect to those Sections of this Agreement expressly applicable to itthe Company and Parent, CLCI Agent, LLCthe “Parties” and each, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ RepresentativeParty”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement Term Page 10-Year Fixed Rate Notes 10 20-Year Fixed Rate Notes 10 30-Year Fixed Rate Notes 10 5-Year Fixed Rate Notes 10 7-Year Fixed Rate Notes 10 Additional Notes 11 Agent Members 17 Applicable Procedures 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate Base Indenture 1 Benchmark 2 Benchmark Agent 2 Benchmark Replacement 2 Benchmark Replacement Adjustment 2 Benchmark Replacement Conforming Changes 2 Benchmark Replacement Date 3 Benchmark Transition Event 3 Calculation Agent 13 Calculation Date 26 Change of Merger 2 Control Offer 29 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 of Control Payment 29 Clearstream 3 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts Comparable Treasury Issue 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent Comparable Treasury Price 26 Compounded SOFR 3 Corresponding Tenor 4 Escrow Daily Interest Amount 15 Definitive Note 4 Designated LIBOR Page 4 DTC 21 Euroclear 4 Exchange Notes 4 Federal Reserve 4 Federal Reserve Bank of New York’s Website 4 Fixed Rate Notes 10 Floating Rate Interest Payment Date 13 Floating Rate Notes 10 Global Notes 17 Global Notes Legend 4 Guarantee Agreement 4 Escrow Fund Guarantee Release Date 4 Estimated Closing Guarantor 4 herein 7 hereof 7 hereunder 7 Indenture 1 Independent Investment Banker 26 Initial Notes 4 Interest Determination Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 14 Interest Payment Date 4 Interest Period 13 Interest Reset Date 13 Interpolated Benchmark 4 ISDA Definitions 5 ISDA Fallback Adjustment 5 ISDA Fallback Rate 5 LIBOR 5 London Business Day 14 Make-Whole Basis Points 26 Make-Whole Redemption Price 25 Notes 10 Notes Custodian 5 Par Call Date 27 Parent Guarantee 5 Primary Treasury Dealer 27 QIB 5 Qualified Institutional Buyer 5 Record Date 5 Reference Time 5 Reference Treasury Dealer 27 Reference Treasury Dealer Quotations 27 Registered Exchange Act 41 Exchange Fund Offer 5 Registration Rights Agreement 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Regulation S 6 Regulation S Global Note 17 Regulation S Notes 6 Relevant Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Body 6 Remaining Scheduled Payments 27 Representative Amount 7 Representatives 6 Restricted Notes Legend 6 Restricted Period 6 Rule 144 6 Rule 144A 6 Rule 144A Global Note 17 Rule 144A Notes 6 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly21 SOFR 6 Supplemental Indenture 1 Term SOFR 6 Three-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Month LIBOR 6 Transfer Restricted Note 7 Treasury Rate 27 Trustee 1 Unadjusted Benchmark Replacement 7

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 2016 SPRSU Award 9 2017 PRSU Award 9 2018 PRSU Award 9 Acceptable Confidentiality Agreement 73 Acquisition Proposal 73 Affiliate 73 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Alternative Financing 57 Antitrust Laws 73 Appraisal Shares 7 Assumed Performance Unit Award 9 Assumed Restricted Stock Award 8 Bankruptcy and Equity Exception 13 Benefits Continuation Period 50 Book Entry Company Share 3 Book Entry Parent Shares 4 Business Day 73 Cash Consideration 3 Certificate 3 Certificate of Merger 2 Change in Company of Board Recommendation 48 Claim Period 63 Claims 56 46 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 73 Commitment Letter 73 Company 1 Company Balance Sheet 74 Company Benefit Plans 19 Company Board Recommendation 13 Company Bylaws 11 Company Charter 11 Company Common Stock 1 3 Company Recommendation 1 Disclosure Letter 10 Company Equity Awards 11 Company Intellectual Property 23 Company Material Adverse Effect 74 Company Material Contract 22 Company Preferred Stock 11 Company PRSU Award 9 Company Registered Intellectual Property 23 Company Related Parties 75 Company Restricted Stock Award 8 Company SEC Documents 14 Company SEC Financial Statements 15 Company Stock Certificates 6 Option 8 Company Takeover Proposal 48 Stock Plan 75 Company Transaction Expenses 5 Stock Plan Reduction 3 Company Stockholder Approval 12 Company Stockholders Meeting 44 Confidentiality Agreement 52 75 Consent 13 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 50 Contract 75 Credit Agreement 75 Current Insurance 52 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 DTC 4 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 75 Equity Award Exchange Ratio 76 ERISA 32 18 ERISA Affiliate 32 Escrow 19 Exchange Act 76 Exchange Agent 4 Escrow Agreement 4 Escrow Exchange Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Ratio 3 Excluded Share 76 Filing 13 Financing 76 Financing Source 76 Form X-0 00 XXXX 76 Governmental Authority 22 Entity 13 Hazardous Materials 39 Substances 76 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 13 Indemnified Person 64 Insurance Policy 35 Party 52 Inside Date 2 Intellectual Property 76 internal controls 14 International Trade Law 76 Intervening Event 76 IRS 18 IT Systems 23 JPM 79 Knowledge 77 Laws 77 Lease 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 77 Lien 77 Material Adverse Effect 18 Material Contracts 26 Purchase Order 77 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Value 8 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Merger Sub Bylaws 29 Merger Sub Charter 29 Xxxxxx Xxxxxxx 79 Nasdaq 77 Net Option Share 8 Notice Period 47 OFAC 16 Order 77 Ordinary Course 77 Outside Date 63 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Balance Sheet 77 Parent Bylaws 29 Parent Charter 27 Parent Common Stock 3 Parent Disclosure Letter 28 Parent Material Adverse Effect 77 Parent Preferred Stock 29 Parent Related Party 29 Released Persons 56 Required Stockholder Approval 40 79 Parent SEC 8 Documents 32 Parent SEC Financial Statements 33 Parent Stock Plans 79 Parent Stock Price 79 Parent Warrant Confirmations 79 Pension Plan 19 Permits 17 Permitted Individuals 50 Permitted Lien 79 Person 79 Proceeding 80 Proposed Changed Terms 47 Proxy Statement/Prospectus 42 Regulation M-A Filing 43 Regulation S-K 15 Reporting Tail Endorsement 53 Representatives 80 Restricted Information 48 Xxxxxxxx-Xxxxx Act 80 SEC 10 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 80 Significant Subsidiaries 21 11 Solvent 36 Stock Consideration 3 Stock Threshold 3 Subsidiary 80 Superior Proposal 80 Surviving Entity Corporation 2 Target Indemnified Person 61 Target Net Working Capital 11 Takeover Statute 27 Tax 35 Tax Authority 34 80 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of 80 Tax Sharing Agreement 80 Taxing Authority 81 Termination Fee 65 Top Customers 81 Top Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Counterparties 81 Top Suppliers 81 Total Issuance 3 Transaction Litigation 55 WARN 81 Willful Breach 81

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Page Action 22 1 Affiliate 1 Affiliated Group 2 Agreement 2 Balance Sheet 2 Balance Sheet Date 2 Business Day 2 Buyer 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Buyer Tax Indemnitee 38 CDI Marks 33 Claim Period 63 Claims 56 Closing Notice 46 Clerical/Administrative Personnel 2 Closing Date 2 10 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date 10 Code 2 Collateral Source 48 Common Parent 2 Company 1 Company Contracts 19 Company Disclosure Letter 2 Company Group Member 33 Company Intellectual Property 3 Company Leases 16 Company Plans 3 Confidentiality Agreement 29 Contract 3 Copyrights 3 Current Assets 3 Current Liabilities 3 Debt Certificate 10 Deferred Compensation Plan 41 Dispute Notice 11 Employee Data 30 Encumbrance 3 Environmental Law 4 ERISA 3 ERISA Affiliate 4 Excluded Representations 47 Exclusive Period 38 Final Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date 12 Final Net Working Capital 11 Estimated Closing Statement 11 Estimated 12 Final Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement Adjustment 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 4 Governmental Authority 22 Entity 4 Governmental Filings 14 Guarantees 32 Hazardous Materials 39 HSR Act 22 5 Income Tax 5 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 5 Indemnified Person 64 Insurance Policy 35 Party 5 Indemnified Party Tax Increase 34 Indemnifying Party 5 Independent Accounting Firm 5 Initial Purchase Price 10 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 5 Knowledge of Seller 5 Law 19 Lease 30 6 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 16 Losses 45 Material Adverse Effect 18 6 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Interest 6 Net Working Capital 11 6 Xxxxxxxxx Obligations 41 Notice Period 46 Outside Date 43 Parent 1 Patents 7 Permits 21 Permitted Encumbrance 7 Person 7 Preliminary Closing Net Working Capital Statement 10 Preliminary Net Working Capital 10 Prior Period Return 7 Protected Employee 7 Purchase Price 12 Reference Net Working Capital 7 Released Parties 32 Representatives 8 Restricted Business 37 Section 338(h)(10) Election 35 Section 338(h)(10) Election Forms 35 Seller 1 Seller’s Basket 47 Seller’s Cap 47 Shares 1 Significant Customers 24 Straddle Period 33 Subsidiary 8 Support Services 32 Support Services Agreement 8 Tax 35 8 Tax Authority Claim 34 Tax Indemnified Party 34 Tax Indemnifying Party 34 Tax Losses 39 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC 9 Taxes 8 Terminating Contracts 32 Third Party Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Trade Secrets 9 Trademarks 9 Transfer Taxes 9 WARN Act 36

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated November 26, 2013, between CIBC Inc. (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of December 1, a Delaware corporation 2013, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”), PRSC Acquisition CorporationRialto Capital Advisors, a Delaware corporation and a directLLC, wholly-owned subsidiary of Parent as special servicer (the “Merger SubSpecial Servicer”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI AgentSitus Holdings, LLC, a Delaware limited liability companyas trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (the representative of “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the Sellers “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C13 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A­-1, Class A­-2, Class A­-SB, Class A-­3, Class A­-4, Class X-­A, Class A­-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-­C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated November 18, 2013 (as supplemented by the preliminary private placement memorandum supplement, dated November 25, 2013, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Acquisition Proposal Actual Retained Cash Ad Hoc Committee of Noteholders Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Break-Up Fee Business Capital Improvements Cash Distribution Closing Closing Date Commitment Letter Company Company’s Closing Certificates Competing Transaction Confidentiality Agreement Confirmation Order Contemplated Transactions Customer Information Deposit Funds Disbursing Agent Dispute Deadline Dispute Notice Eldorado Eldorado Closing Certificates Employee Benefit Plan Employee Benefit Plans ERISA Escrow Agent Escrow Property Estimated Retained Cash Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 First Mortgage Notes HSR Act Investment Investment Price Investor Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Investor I Investor II Investors Investors Protection Order LGCB Management Agreement Net Working Capital 11 COBRA 33 Code 7 New Non-Voting Equity Interests New Notes New Voting Equity Interests Notes Old Partnership Interests Paddlewheels Preferred Equity Interests Preliminary Estimate Property Reorganized Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Senior Secured Notes Tax Returns List of Schedules Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 1.3 Schedule of Accounts Schedule 3.3 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Consents and Approvals Schedule 3.7 Pending/Material Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Schedule 3.10 Employee Benefit Plans Schedule 3.12(a) Non-filed Tax Returns Schedule 3.12(b) Tax Audits, Investigations or Other Agreements or Applications Schedule 3.12(c) Tax Sharing or Allocation Agreements Schedule 3.12(d) Tax Delinquencies Schedule 3.13 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Schedule 3.14 Environmental Matters Schedule 5.1 Conduct of Business Schedule 6.1(e) Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 Consents – Company Schedule 6.2(e) Required Consents – Eldorado and Investors List of Exhibits Exhibit A Form of Plan of Reorganization Exhibit B Form of Indenture Exhibit C Form of Fifth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture Exhibit D Form of Management Agreement INVESTMENT AGREEMENT AND PLAN OF MERGER THIS INVESTMENT AGREEMENT AND PLAN OF MERGER (this together with all exhibits and schedules hereto, the “Agreement”) is made ), dated as of November 6October 18, 20072004, by and among Charter LCI CorporationEldorado Resorts LLC, a Delaware corporation Nevada limited liability company (“Eldorado”), Eldorado Shreveport #1, LLC, a Nevada limited liability company (“Investor I”), Eldorado Shreveport #2, LLC, a Nevada limited liability company (“Investor II” and together with Investor I, the “Investors”), and Hollywood Casino Shreveport, a Louisiana general partnership (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Affected Loan(s) 18 MOU 25 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation Mortgage Loan Schedule 2 Xxxxx Fargo 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated January 30, 2014, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of February 1, a Delaware corporation 2014, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association (“ParentXxxxx Fargo”), PRSC Acquisition Corporationas master servicer (in such capacity, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (the “Merger SubMaster Servicer”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI AgentRialto Capital Advisors, LLC, a Delaware limited liability companyas special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the representative of “Trust Advisor”), U.S. Bank National Association, as trustee (the Sellers “Trustee”), and Xxxxx Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-­B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 2011 Annual Bonuses 52 Acquiror 1 Acquiror Common Stock 3 Acquiror Disclosure Letter 33 Acquiror Plans 51 Acquiror Preferred Stock 6 Acquiror Ratio 61 Acquiror Regulatory Agreement 40 Acquiror Reports 36 Acquiror Starting Price 61 Acquisition Proposal 49 Acquiror Indemnified Person 60 Action 22 affiliate 32 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Average Determination Price 61 Bank Merger 8 Bank Merger Agreement 8 Bank Merger Approvals 58 Business Day 2 Cash Consideration 3 Cash Conversion Number 5 Cash Election 3 Cash Election Number 5 Cash Election Shares 3 CERCLA 29 Certificate 4 Certificate of Merger 2 1 Certificates 4 Change in Company Recommendation 48 Claim Period 63 Claims 56 47 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 1 Company 1 Company Board Approval 24 Company Common Stock 1 2 Company Contract 26 Company Disclosure Letter 12 Company Employees 22 Company Insiders 56 Company Option 6 Company Preferred Stock 14 Company Recommendation 1 47 Company Regulatory Agreement 27 Company Reports 17 Company Restricted Stock 7 Company Severance Pay Plan 52 Company Stock Certificates 6 Incentive Plans 7 Company Takeover Proposal 48 Company Transaction Expenses 5 Stockholders Meeting 47 Confidentiality Agreement 52 Continuing 47 control 32 Covered Employees 48 Contracts 26 D&O Tail Premium 55 51 CRA 32 Derivative Transaction 33 Determination Date 62 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 4 Effective Time 2 Encumbrance 30 1 Election 8 Election Deadline 9 End Date 60 Environmental Laws 39 Environmental Liabilities 39 29 ERISA 32 22 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 23 Exchange Act 41 17 Exchange Agent 8 Exchange Agent Agreement 8 Exchange Fund 6 10 Exchange Ratio 3 FDIC 14 FHLB 14 Final Closing Statement Index Price 62 Form of Election 8 Form S-4 17 Foundation 56 GAAP 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold Entity 17 Holder 8 Indemnified Parties 53 Index 62 Index Ratio 61 Indemnified Person 64 Initial Index Price 62 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Amount 54 IT Assets 30 knowledge 65 Law 19 Lease 16 Letter of Transmittal 10 Liens 15 Loans 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 12 Materials of Environmental Concern 29 Merger 1 Merger Consideration 3 Merger MHPF 16 NASDAQ 6 Non-Election Shares 3 Notice of Dissenter’s Intent 9 Notice Period 48 Option Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 7 OTS 36 Per Share Amount 3 person 65 Plans 22 Proprietary Rights 30 Proxy Statement/Prospectus 8 Required Company Vote 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons Requisite Regulatory Approvals 57 SEC 17 Section 16 Information 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 17 Shortfall Number 5 Significant Subsidiary 34 Stock Consideration 3 Stock Election 3 Stock Election Shares 3 Subsidiary 13 Superior Proposal 49 Surviving Company 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 22 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 22 Taxes 22 Termination Payment 62 willful and material breach 62 AGREEMENT AND PLAN OF MERGER THIS This AGREEMENT AND PLAN OF MERGER MERGER, dated as of January 20, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) ), is made as of November 6, 2007, entered into by and among Charter LCI Corporationbetween People’s United Financial, Inc., a Delaware corporation (“Acquiror”) and Danvers Bancorp, Inc., a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Page AAA 1 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Adjusted Net Working Capital 11 COBRA 33 1 Adjustment Date 2 Affiliate 2 Affiliated Group 2 Aggregate Net Company Indebtedness 2 Aggregate SERP Adjustment Amount 2 Agreement 1, 2 Balance Sheet 2 Balance Sheet Date 2 Base Claim 2 Base Purchase Price 13 Business 2 Business Day 3 Closing 3, 17 Closing Adjustment Statement 3 Closing Balance Sheet 3 Closing Date 3, 18 Closing Date Financial Statements 3 Closing Date Purchase Price 3 Code 7 3 Company 1 1, 3 Company Common Stock 1 Deferred Compensation Plan 3 Company Recommendation 1 Employees 3, 36 Company Stock Certificates 6 Indemnitees 3, 41 Company Takeover Proposal 48 Intellectual Property 3 Company Transaction Expenses 5 Leases 3, 28 Company Material Contracts 4, 27 Company Owned Intellectual Property 4, 29 Company Plans 4, 25 Company Retiree 4 Company Savings Plan 4 Company Savings Plan 37 Company SERP 4, 37 Company Severance Plan 4, 36 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 4, 39 Contract 4 Copyrights 4 Credit Agreement 4 Debenture Purchase Agreement 4 Debt 4 Deductible 5 Determination Date 5 Dispute Notice 5 Electronic Data Room 5 Encumbrance 30 5 Environmental Laws 39 Environmental Liabilities 39 Law 5, 23 ERISA 32 5, 25 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 5, 26 Estimated Closing Date Adjusted Net Working Capital 11 5 Estimated Adjustment Statement 5 Estimated Aggregate Net Company Indebtedness 5 Estimated Closing Statement 11 Balance Sheet 5 Estimated Financial Statements 5 Estimated Net PP&E Amount 5 Excluded SERP Employees 6 Excluded Warranties 6 Existing CBA 35 Final Adjusted Net Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Aggregate Net Company Indebtedness 6 Final Net PP&E Amount 6 Financial Statements 31 FLSA 37 6 GAAP 29 Government Programs 40 6 Governmental Authority 22 Entity 6 Governmental Filings 7, 20 Governmental Order 7 Hazardous Materials 39 Substance 7, 23 Hedging Transaction 7 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 7, 20 Indemnitee 7 Indemnitor 7 Independent Accounting Firm 7 Initial Outside Date 7, 49 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 7 IPUC 7 IPUC Notification Filing 7 IRS 7 Knowledge of Seller 7 Law 19 Lease 30 7 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 8, 28 License Agreements 8, 29 Losses 8 March 31 Calculations 8 Marks 8 Material Adverse Effect 18 8 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Easement Agreements 9, 28 Multiemployer Plan 9 Net PP&E Amount 9 Offering Materials 9, 46 Owned Real Property 9, 28 Patents 9 Permits 9, 22 Permitted Encumbrance 9 Person 64 Owned Intellectual 10 Pre-Closing Straddle Period Taxes 10 Pre-Closing Tax Period 10 Pre-Closing Tax Returns 10 Purchase Price 10 Purchaser 1, 10 Purchaser Governmental Filings 10, 31 Purchaser Indemnified Parties 10 Purchaser Material Adverse Effect 10 Purchaser Savings Plan 10, 37 Purchaser Warranty Claim 10 Real Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 11 Refund 11, 45 Representatives 11 Seller 1, 11 Seller Deferred Compensation Plan 11 Seller Disclosure Schedule 11 Seller Indemnified Parties 11 SERP Accrual 11 Shares 1, 11 Solvent 11 Straddle Period 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Straddle Period Tax Returns 12 Subsidiary 12 Target Indemnified Person 61 Target Adjusted Net Working Capital 11 12 Target Aggregate Net Company Indebtedness 12 Target Net PP&E Amount 12 Tax 35 12 Tax Authority 34 Benefits 12 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 Xxxxxx Litigation 12 Terminating Contracts 12, 42 Title IV Plan 12, 25 Trade Secrets 13 Trademarks 13 Transfer Taxes 13 STOCK PURCHASE AGREEMENT AND PLAN OF MERGER THIS STOCK PURCHASE AGREEMENT AND PLAN OF MERGER is made and entered into and effective as of the 1st day of July, 2008 (this “"Agreement”) is made as of November 6, 2007"), by and among Charter LCI Corporationbetween Intermountain Industries, Inc., an Idaho corporation ("Seller"), and MDU Resources Group, Inc., a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”"Purchaser").

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Acceptable Confidentiality Agreement 1 Ancillary Agreements 21 Arbitrator 12 5 Acquisition Proposal 5 Acquisition Sub 4 Acquisition Transaction 5 Affiliate 5 Agreement 4 Alternative Acquisition Agreement 57 Antitrust Law 6 Appraisal Shares 26 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 39 Business Day 6 Certificate 25 Certificate of Merger 2 24 Change in 6 Changes 6 Code 6 Collective Bargaining Agreement 44 Company 4 Company Balance Sheet 6 Company Balance Sheet Date 6 Company Board 6 Company Board Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working 31 Company Board Recommendation Change 58 Company By-Laws 6 Company Capital 11 COBRA 33 Code 7 Stock 6 Company 1 Certificate of Incorporation 6 Company Common Stock 1 6 Company Recommendation 1 Disclosure Documents 35 Company Disclosure Letter 29 Company Equity Awards 29 Company Intellectual Property Rights 8, 40 Company Material Adverse Effect 6 Company Options 8 Company Plans 63 Company Preferred Stock 8 Company Registered Intellectual Property Rights 8 Company Restricted Stock 8 Company SEC Reports 34 Company Securities 33 Company Stock Certificates 6 Plans 8 Company Takeover Proposal 48 Stockholders 8 Company Transaction Expenses 5 Warrants 8 Comparable Plans 64 Confidentiality Agreement 52 9 Consent 32 Continuing Employees 48 Contracts 9 Contract 9 D&O Insurance 62 Delaware Law 9 Acceptance Time 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 23 DOJ 9 Effective Time 2 Encumbrance 24 Employee Plans 42 Enforceability Exception 30 Environmental Laws 39 Environmental Liabilities 39 Law 9 Equity Award Amounts 9 Equity Interest 9 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 9 Exchange Act 41 9 Exchange Fund 6 Final Closing Statement 12 27 Existing Credit Agreement 9 Existing Director Committee 23 Existing Director Committee Actions 23 Expense Reimbursement 73 Expiration Date 18 Fairness Opinion 49 FDD 9 Financial Statement Date 31 Financial Statements 31 FLSA 37 Advisor 49 Foreign Benefit Plans 43 Franchise 46 Franchise Agreement 46 Franchise Laws 9 Franchised Location 46 Franchisee 10 FTC 10 GAAP 29 Government Programs 40 10 Governmental Authority 22 10 Hazardous Materials 39 Substance 10 HSR Act 10 Indemnified Persons 61 Independent 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Independent Directors 22 Initial Expiration Date 17 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 10 IRS 10 Knowledge 11 Law 19 Lease 30 11 Leased Real Property 30 38 Leases 38 Legal Proceeding 11 Liabilities 11 Licensed Intellectual Property Rights 11 Lien 11 Master Foreign Licensees 11 Match Period 58 Material Contract 36 Material Franchise Agreements 47 Material Franchisees 47 Merger 4 Merger Closing 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Closing Date 24 Merger Consideration 3 Merger Consideration 25 MESA 11 MESA Litigation 11 Minimum Tender Condition 1 New Plans 64 NYSE 11 Offer 4 Offer Closing 18 Offer Closing Date 18 Offer Conditions 17 Offer Documents 19 Offer Price 4 Old Plans 64 Open Source Software 11 Order 11 Outside Date 70 Outstanding Proposal 72 Owned Real Property 11 Parent 4 Parent Stockholder 4 Parties 4 Party 4 Paying Agency Agreement 27 Paying Agent 27 Pay-off Amount 69 PBGC 43 Permits 44 Permitted Liens 11 Person 12 Preliminary Proxy Statement 5 Merger Sub 1 Obligated Person 64 Owned 67 Promissory Note 21 Proxy Statement 67 Qualifying Acquisition Proposal 12 Recommendation Change Notice 58 Registered Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits Rights 12 Release 12 Representatives 12 Rights Plan 13 Xxxxxxxx-Xxxxx Act 13 Schedule 14D-9 19 Schedule TO 18 SEC 13 Securities Act 13 Series A Preferred Stock 32 Short-Form Threshold 20 Software 13 Special Committee 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 31 Stockholders’ Representative 1 Subsidiaries Meeting 67 Subsidiary 13 Subsidiary Securities 34 Superior Proposal 13 Support Agreement 4 Surviving Corporation 23 Tail Period 72 Takeover Laws 31 Tax 13 Tax Returns 41 Termination Fee 72 Top-Up 20 Top-Up Closing 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, whollyTop-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Up Shares 20 Transfer Taxes 65

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 19 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Bxxx of Sale 2 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Closing Date Indebtedness Collateral Information 11 Crossed Mortgage Loans 19 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Defeasance Rights and Obligations 22 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Underwriters 1 Company Common Stock Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 2, 2015, between UBS Real Estate Securities Inc. (“Seller”) is made as of November 6and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of December 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Delaware corporation and a directDivision of PNC Bank, wholly-owned subsidiary of Parent National Association, as master servicer (the “Merger SubMaster Servicer”), andWxxxx Fargo Bank, only with respect to those Sections of this Agreement expressly applicable to itNational Association, CLCI Agentas trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Rialto Capital Advisors, LLC, a Delaware limited liability companyas special servicer (the “Special Servicer”), and Situs Holdings, LLC, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, UBS Securities LLC and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and UBS Securities LLC, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated November 18, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 7 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 18 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Special Servicer 1 Master Servicer 1 Trust 1 Material Breach 18 Trust Advisor 1 Material Document Defect 18 Trustee 1 Mortgage File 3 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Mortgage Loan Schedule 2 Underwriters 1 Company Common Stock Mortgage Loans 1 Company Recommendation Underwriting Agreement 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Note 1 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated November 19, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is made evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of November 61, 20072015, by between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and among Charter LCI Corporationauthenticating agent, a Delaware corporation CWCapital Asset Management LLC, as special servicer (the “CompanySpecial Servicer”), The Providence Service CorporationSitus Holdings, a Delaware corporation LLC, as trust advisor (the “ParentTrust Advisor”), PRSC Acquisition Corporationand Wilmington Trust, a Delaware corporation National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and a direct, wholly-owned subsidiary of Parent certain other mortgage loans to be purchased by Purchaser (collectively the “Merger SubOther Mortgage Loans”), andthe Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C27, only with respect Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (the “Certificates”). The Certificates will be issued pursuant to those Sections of this Agreement expressly applicable the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to itthem in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp., Xxxxxx Xxxxxxxx, LLC and SG Americas Securities, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-B, Class X-D, Class X-E, Class X-F, Class X-GH, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V, Class R and Class HMD Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and SG Americas Securities, LLC, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated November 6, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 13, 2015 and November 17, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller Party hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Acquired Assets 1 Acquired Avoidance Actions 4 Acquired Leased Real Property 2 Acquired Leases 13 Acquired Owned Real Property 2 Acquired Subsidiaries 3 Action 22 82 Advisors 82 Affiliate 82 Agreement 1 Akorn Luxembourg 82 Allocation 71 Allocation Methodology 71 Alternative Transaction 82 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Agreement 16 Anti-Corruption Laws 82 Anti-Money Laundering Laws 82 Apportioned Obligations 72 Assigned Contracts 2 Assignment and Assumption Agreement 13 Assignment and Assumption of Lease 13 Assumed Benefit Plans 7 Assumed Liabilities 6 Assumed Taxes 82 Auction 83 Avoidance Actions 83 Backup Bidder 44 Bankruptcy Case 1 Bankruptcy Code 1 Bankruptcy Court 1 Bidding Procedures Motion 43 Bidding Procedures Order 83 Business Day 83 Cash and Cash Equivalents 83 Chosen Courts 79 Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 13 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 13 Code 7 83 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Exclusively Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 83 Company Licensed Intellectual Property 83 Company Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 83 Company SEC Documents 83 Consent 83 Contract 84 Credit Bid Amount 12 Credit Bid Portion 12 Cure Costs 6 Dataroom 40 DEA 84 Designated Purchaser 77 DIP Credit Agreement 84 Direction Letter 42 Documents 84 Effect 88 Employees 53 Encumbrance 84 Enforceability Exceptions 16 Environmental Laws 84 Environmental Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities 26 Equipment 84 ERISA 85 Exchange Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).85 Excluded Assets 4 Excluded Bank Accounts 85 Excluded Cash 85 Excluded Confidentiality Arrangements 85 Excluded Contracts 4

INDEX OF DEFINED TERMS. “To Affiliate 63 Affiliate Company Award 11 Affiliate Stock Option 10 Agreement 6 Ancillary Agreements 63 Associate 63 Bankruptcy and Equity Exception 20 Board of Directors 6 Book-Entry Shares 8 Business 63 Business Combination Transaction 51 Business Day 64 Business Plan 64 Capitalization Date 18 Cxxxxx Salpeter 39 Certificate 8 Change in the Knowledge of” or “Knowledge” 20 280G Stockholder Company Recommendation 12 Closing 7 Closing Date 7 Code 16 Common Shares 18 Company 6 Company Awards 9 Company Balance Sheet 38 Company Benefit Plan 29 Company Board Recommendation 12 Company Contracts 64 Company Disclosure Letter 17 Company Financial Statements 64 Company Intellectual Property 32 Company Related Parties 57 Company Shareholder Approval 49 Acquiror 39 Company Shareholders Meeting 11 Company Shares 18 Company Stock Purchase Plan 64 Company Termination Fee 56 Consents 64 Constituent Documents 64 Dissenting Shares 14 Dxxx-Xxxxx Act 64 Effective Time 7 Environmental Law 64 Environmental Permit 64 ERISA 64 ERISA Affiliate 64 Exchange Act 65 Excluded Shares 65 Expenses 65 FCPA 26 GAAP 65 Governmental Approvals 21 Governmental Entity 21 Grant Date 18 Hazardous Substances 65 Indebtedness 65 Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 46 Intellectual Property 24 Intellectual 66 IRS 66 Knowledge 66 Law 66 Lead Director 6 Lease 66 Leased Personal Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 28 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 28 Liens 66 Material Adverse Effect 18 Material Contracts 26 66 Merger 1 7 Merger Certificate 7 Merger Consideration 3 Merger Consideration Statement 5 8 Merger Sub 1 Obligated Person 64 6 NYBCL 67 NYSE MKT 18 Off-the-Shelf Software 67 Order 67 OTCQB Marketplace 67 Owned Intellectual Real Property 24 67 Parent 1 6 Parent Indemnification Cap 63 Payoff Letters 46 Material Adverse Effect 41 Parent Termination Fee 56 Parent-Related Parties 57 Parties 6 Paying Agent 14 Paying Agent Agreement 14 Payment Fund 14 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Lien 67 Person 68 Proceeding 44 Proxy Statement 12 Receivables 31 Registration Statement 8 Public Shareholders 6 Related Party 29 Released Persons 56 Required Stockholder Approval 40 Person 68 Release 68 Representatives 68 Rollover Agreement 6 Rollover Director 68 Rollover Shareholders 6 Rollover Shares 6 Sxxxxxxx-Xxxxx Act 68 Schedule 13E-3 12 SXX 00 XXX Xxxxxxxxx 13 SEC 8 Reports 68 Securities Act 8 Seller Indemnification Cap 62 18 Series A Certificate of Amendment 68 Series A Preferred Shares 18 Series A Preferred Stock Purchase Agreement 68 Series B Preferred Shares 18 Software 25 Stockholders’ Representative 1 Subsidiaries 21 68 Stock Option 9 Subsidiary 68 Superior Proposal 51 Suppliers 27 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Corporation 7 Takeover Proposal 51 Tax 35 Tax Authority 34 69 Tax Return 35 69 Taxing Authority 69 Termination Date 69 Third Party 69 Trade Secrets 69 Transfer Tax 69 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 Documents 15 Voting Agreement 7 WARN Act 32 Warrant 69 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6December 18, 20072013, is entered into by and among Charter LCI CorporationFOHG HOLDINGS, LLC, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation limited liability company (“Parent”), PRSC Acquisition CorporationFOHG ACQUISITION CORP., a Delaware corporation New York and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLCand FREDERICK’S OF HOLLYWOOD GROUP INC., a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof New York corporation (the “Stockholders’ RepresentativeCompany” and, together with Parent and Merger Sub, the “Parties”). Certain capitalized terms used in this Agreement and not otherwise defined are used as defined in Section 8.11.

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Acquired Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Acquired Leased Real Property 30 Licensed Intellectual 5 Acquired Owned Real Property 24 Litigation Indemnification Threshold 62 LogistiCare 5 Adjustment Escrow Account 11 Adjustment Escrow Agreement 11 Adjustment Escrow Amount 11 Agreement 4 Allocation 49 Assigned Contracts 5 Assignment and Assumption Agreement 13 Assumed Liabilities 8 Backup Bidder 28 Xxxxx Xxxxxx 45 Xxxxx Xxxxxx License 45 Bankruptcy Case 4 Bankruptcy Code 4 Bankruptcy Court 4 Business 4 Cash Payment. 11 Chosen Courts 55 Closing 12 Closing Date. 12 Closing Date Payment 11 Closing Inventory. 14 Closing Inventory Statement 14 Closing Property Taxes 14 Closing Property Taxes Statement 15 Company 4 Core Equipment 5 Cure Costs 8 Customer & Vendor List 34 Dataroom. 27 Deposit 12 Deposit Escrow Account. 12 Deposit Escrow Agreement 12 Employees 34 Enforceability Exceptions 17 Engagement Date 16 Equity Commitment Letter 4 Escrow Agent 11 Estimated Inventory 14 Estimated Property Taxes 14 Excluded Assets 6 Excluded Contracts 6 Excluded Liabilities 9 Existing Marks 43 Express Representations 27 Final Inventory 16 Final Property Taxes 16 Financial Statements 18 Material Adverse Effect Foreign Competition Laws 17 Information Presentation 27 IP Assignment Agreement 13 Leased Real Property 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Leases 18 Multiemployer Plans 23 New Leases 44 Outside Date. 47 Owned Intellectual Real Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 19 Parties 4 Party 4 Pension Plans 23 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 21 Projections. 41 Property Taxes Shortfall Amount 15 Purchase Price 10 Purchaser 4 Purchaser 401(k) Plan 35 Purchaser Plans 35 Retained Mixed-Use Contract 42 Retained Names and Marks 43 Sale 4 Sale Order 4 Schedules 53 Seller 4 Seller Plans. 23 Shortfall Amount 15 Successful Bidder 28 Transfer Offer 34 Transfer Taxes 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Transferred Employees 34 Transferred Mixed-Use Contract 42 Transition Services Agreement 13 Updated Schedules 39 Warn Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).36 Welfare Plans 23

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 1 Affiliate 1 Agreement 1 Ancillary Agreements 21 Arbitrator Business Day 1 Claims 18 Control 2 Cure Notice 22 Cure Period 23 Default Interest Rate 2 Direct G&A Costs 2 Disclosing Party 25 Disputed Item 14 Effective Date 1 Emergency 2 Environmental Condition 2 Environmental Law 2 Expert 3 Facilities 3 FERC 3 Fiscal Year 3 Force Majeure 12 Gathering Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date 3 Governmental Entity 3 Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule for Borrowed Money 3 Indemnified Party 18 Dissenting Shares Indemnifying Party 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Indemnity Demand 18 KAAC 3 Knowledge 3 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 3 Material Adverse Effect 3 Natural Gas Liquids Pipelines 3 Natural Gas Pipelines 4 Notice 25 Options 4 Owner 1 Owner Direct-Billed Costs 4 Owner Indemnified Party 18 Material Contracts 26 Merger Parties 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Party 1 Obligated Performance Breach 22 Performance Breach Notice 22 Permits 4 Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 4 Prime Rate 4 Processing Assets 4 Proposed Support Services Fee 13 Purchase Rights and Restrictive Covenants Agreement 4 Reasonable and Prudent Service Provider 8 Receiving Party 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Transaction Policy 4 Required Upgrade 4 Restricted Persons 56 Required Stockholder Approval 40 SEC 24 Senior Supervisory Personnel 5 Service Contracts 5 Service Costs 5 Service Provider 1 Service Provider Indemnified Party 18 Services 8 Securities Act Subsidiary 5 Supplemental Service Provider 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter Supplemental Service Providers 8 Support Services Fee 5 System 5 System (Effective Date) 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 Term 6 Third Party 6 Transferred Employees 24 TRRC 6 Unrecoverable Damages 6 CONSTRUCTION, OPERATIONS AND MAINTENANCE AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This Construction, Operations and Maintenance Agreement (this “Agreement”) is made effective as of November 69, 20072018 (the “Effective Date”), by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service between Apache Corporation, a Delaware corporation (“ParentService Provider”), PRSC on the one hand, and Altus Midstream Company (f/k/a Xxxxx Xxxxxxxx Acquisition CorporationCorp.), a Delaware corporation and a direct, wholly-owned subsidiary of Parent (as “Merger SubOwner”), and, only with respect on the other hand. Each of Service Provider and Owner is sometimes referred to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, herein individually as a Delaware limited liability company, “Party” and collectively as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ RepresentativeParties.”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Affiliate 1 Affiliated Entity 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Bank Purchaser 1 Bank Purchaser Transfer Event 2 Beneficial Ownership 2 Beneficially Own 2 Beneficially Owned 2 Benefit Plan 32 Certificate 2 Benefit Plans 2 Board Designee 16 Board Observer 17 Board of Merger Directors 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Call Option 7 Capitalization Date 7 Closing 2 6 Closing Date 6 Code 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidential Information 28 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 29 Control 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 controlled by 2 controlling 2 Designee Termination Date 17 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 2 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 2 Financial Statements 31 FLSA 37 10 GAAP 29 Government Programs 40 10 Governmental Authority 22 Hazardous Materials 39 Entity 2 GSCP 2 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 3 Indemnified Person 64 Insurance Policy 35 Persons 27 Indenture 1 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 11 KKR 1 KKR Purchaser 3 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 9 Lien 9 Loss 27 Losses 27 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Agreement 4 Non-Investor Affiliates 20 Notes 1 Obligated NYSE 11 Own 4 Permitted Transfer 22 Person 64 Owned Intellectual Property 24 Parent 4 PIA Funds 4 Policy Termination Date 4 Preferred Stock 7 Purchaser 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Purchaser Adverse Effect 13 Purchasers 1 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 Rights Agreement 21 Representatives 28 Restricted Period 22 Sxxxxxxx-Xxxxx Act 10 SEC 8 9 SEC Reports 9 Securities 4 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 4 Security Agreements 4 Significant Subsidiary 4 Sponsor 1 Subsidiaries 21 Surviving Entity Sponsor Purchasers 5 Sponsors 1 Standstill Termination Date 5 Subsidiary 5 Swap Agreements 5 Tax Returns 5 Taxes 5 Termination and Settlement Agreement 5 Third Party 19 Transaction Agreements 6 Transfer 22 Transfer Instruction 23 Trustee 6 under common control with 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter Voting Stock 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 NOTE PURCHASE AGREEMENT AND PLAN OF MERGER THIS NOTE PURCHASE AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6October 22, 2007, by and among Charter LCI CorporationHXXXXX INTERNATIONAL INDUSTRIES, INCORPORATED, a Delaware corporation (the “Company”), The Providence Service Corporationthe PURCHASERS NAMED IN EXHIBIT A attached hereto (each, a Delaware corporation “Purchaser” and collectively, the “Purchasers”) and, solely for purposes of Article 1, Sections 4.6, 5.5, 5.6 and 7.1 and Article 9 hereof, KOHLBERG KRAVIS RXXXXXX & CO. L.P. (“ParentKKR”), PRSC Acquisition Corporation) (each of KKR and GSCP (as defined below) may be hereinafter referred to as, a Delaware corporation “Sponsor” and a directKKR and GSCP may be hereinafter referred to collectively, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ RepresentativeSponsors”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 7 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation Mortgage Loan Schedule 2 Xxxxx Fargo 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 26, 2014, between CIBC Inc. (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of April 1, a Delaware corporation 2014, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association (“ParentXxxxx Fargo”), PRSC Acquisition Corporationas master servicer (in such capacity, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (the “Merger SubMaster Servicer”), andMidland Loan Services, only with respect to those Sections a Division of this Agreement expressly applicable to itPNC Bank, CLCI AgentNational Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, a Delaware limited liability companyas trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (the representative of “Trustee”), and Xxxxx Fargo, as certificate administrator (in such capacity, the Sellers “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A­1, Class A­2, Class A­SB, Class A­3, Class A­4, Class X­A, Class A­S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X­B, Class X­C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 19, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Page Acceleration Event 1 Acceleration Issuance 27 Acceleration Issuance Number 2 Accountant 26 Accounting Principles 2 Accrued Expenses 2 Acquired Assets 17 Acquired Contracts 17 Acquired Intellectual Property 17 Acquired Lease 2 Acquired Leased Real Property 17 Acquired Subsidiaries 17 Acquired Subsidiary Equity 17 Acquiring Affiliates 73 Acquisition Transaction 33 Additional Service 77 Adjustment Amount 2 Affiliate 2 Aggregate Liability Cap 89 Agreement 1 Ancillary Alternative Proposal 61 Applicable Discount Rate 2 Assumed Consulting Agreement 18 Assumed Employment Agreements 18 Assumed Liabilities 20 BGC Holdings 1 BGC US 1 Xxxx 16 Business 2 Business Consultant 3 Business Day 3 Business Employee 3 Business Financial Information 38 Business Marks 72 Business Material Adverse Effect 3 Business Revenue 4 Cantor 1 Cantor Group 4 Cap 88 Claim Notice 86 Cleanup 4 Clearing Affiliate 4 Closing 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan Date 21 Closing Date Statement 4 Closing Purchase Price 22 COBRA Obligations 69 Code 4 Commissions Receivables 5 Competing Business 5 Competitive Technology 60 Consents 52 Consulting Agreement 39 Continuing Business Employees 67 Contract 5 Current Market Capitalization 5 Current Market Price 5 Damages 5 De Minimis Claims 88 Deferred Revenues 5 Dilutive Issuance 5 Disclosure Letters 6 Disposition Transaction 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Disputed Line Items 24 Divestiture Period 63 Claims 56 Closing 2 Closing DTV 6 Due Date 2 Closing 6 Earn-Out Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Earn-Out Issuance 25 Earn-Out Number 27 Earn-Out Statement 26 Earn-Out Statement Deadline 26 ELX Technology Contract 6 Employment Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 39 Enforceability Exceptions 37 Environmental Claim 6 Environmental Laws 39 Environmental Liabilities 39 6 ERISA 32 6 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 10 Estimated Adjustment Amount 22 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 6 Exchange Act 41 Exchange Fund 6 7 Excluded Assets 18 Excluded Liabilities 19 Excluded Taxes 7 Ex-Date 7 Federal Funds Rate 7 Final Closing Statement 12 Financial Statement Allocation 21 FIRPTA Certificate 22 First Off-The-Run 7 First Quarter End Date 31 Financial Statements 31 FLSA 37 7 Four Week ADTV 7 Fully Electronic 7 GAAP 29 Government Programs 40 8 Governmental Authority 22 8 Governmental Order 8 Hazardous Materials 39 8 HSR Act 22 59 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 8 Indemnified Person 64 Insurance Policy 35 Parties 85 Indemnifying Party 86 Indemnity Payments 90 Information Technology 8 Initial Allocation 20 Initial Earn-Out Number 8 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 8 IRS 8 Key Kleos Customers 45 Key MDDF Customers 45 Key MDV Customers 45 Key UST Customers 45 Kleos Business 3 Kleos Entities 17 Knowledge 9 Law 19 Lease 30 9 Leased Real Property 30 9 Leases 9 Liability 9 License Agreement 9 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 9 Licensed Software 75 Lien 9 Lock-Up Securities 32 Market Data Direct Feed Business 2 Market Data Vendor Business 2 Marks 9 Material Customers 45 Measurement Period 9 New Issuance 12 Non-Dilutive Cash Distribution 10 Non-Dilutive Extraordinary Dividend 10 Non-Disclosure Agreement 58 Ordinary Course 54 Ordinary Dividend 10 Outside Date 83 Ownership Limitation 33 Parent 1 Parent Benefit Plan 10 Parent Group 11 Parent SEC Documents 11 Parties 1 Party 1 Patent License 71 Patents 11 Percentage Amount 34 Permits 11 Permitted Issuance 11 Permitted Lien 11 Person 12 Potentially Disruptive Sale Transaction 34 Pre-Closing Tax Period 12 Prepaid Expenses 12 Purchaser 1 Purchaser 401(k) Plan 68 Purchaser Consents 52 Purchaser Disclosure Letter 12 Purchaser Equity Plans 12 Purchaser Excluded Items 89 Purchaser Financial Statements 53 Purchaser Indemnified Parties 85 Purchaser Material Adverse Effect 18 Material Contracts 26 Merger 12 Purchaser Preferred Stock 51 Purchaser SEC Documents 12 Purchaser Shares 51 Purchaser Tax Indemnitees 79 Purchaser Transaction Expenses 12 Qualified Plan 40 Recently Announced or Issued or Re-Opened 12 Reference Price 13 Reference Property 31 Reference Statement 38 Registration Rights Agreement 13 Regulatory Agreement 13 Related Agreements 13 Release 13 Retained Claim 13 Revised Adjustment Amount 23 SEC 13 Securities Act 49 Seller 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Seller 401(k) Plan 68 Seller Consents 37 Seller Disclosure Letter 13 Seller Excluded Items 88 Seller Indemnified Parties 85 Seller Tax Indemnitees 79 Seller Transaction Expenses 14 x Sellers 1 Obligated Person 64 Owned Services Agreement 14 Share Issuance Limitation 33 Shared Contract 65 Shared Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 14 Shared Intellectual Property License 70 Shared Patents 14 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 14 Software License 75 Specified Taxes 79 Standalone Transactions 14 Stock Issuance Reference Price 14 Straddle Period 14 Subsidiary 14 Substituted Guarantees 76 Tangible Personal Property 15 Target Indemnified Person 61 Revenue 15 Target Net Working Capital 11 Revenue Fraction 15 Tax 35 Item 15 Tax Authority 34 Proceeding 15 Tax Return 35 Transmittal Letter 6 15 Taxes 15 Third Party Claim 86 Threshold 88 TIPS 16 Transfer Taxes 15 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 16 TSA Entities 17 U.S. Treasury Securities 16 UST Business 2 WARN Act 42 Yearly Net Income 10 PURCHASE AGREEMENT AND PLAN OF MERGER THIS This PURCHASE AGREEMENT AND PLAN OF MERGER (this “"Agreement”") is made entered into as of November 6April 1, 20072013, by and among Charter LCI CorporationBGC PARTNERS, INC., a Delaware corporation (the “Company”"Parent"), The Providence Service CorporationBGC HOLDINGS, L.P., a Delaware limited partnership ("BGC Holdings"), and BGC PARTNERS, L.P., a Delaware limited partnership ("BGC US" and together with Parent and BGC Holdings, collectively, "Sellers," and each individually, a "Seller"), and THE NASDAQ OMX GROUP, INC., a Delaware corporation (“Parent”)"Purchaser") (Sellers, PRSC Acquisition Corporationtogether with Purchaser, collectively, the "Parties," and each, individually, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”"Party"), and, only with respect solely for purposes of Sections 3.8(e), 3.8(f), 3.8(g), Article IV (to those the extent referenced therein), Sections of this Agreement expressly applicable to it6.6, CLCI Agent6.7, LLC6.11, 6.12, 6.13, 8.3, 9.2 and Article XI, Cantor Xxxxxxxxxx, X.X., a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof partnership (the “Stockholders’ Representative”"Cantor").

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Act 1 Action 22 23 Additional Amounts 19 Affiliate 1 Agreed Amount 34 Agreement 1 Allocation Schedule 20 Ancillary Agreements 1 Approved Spin-Out Transferee 21 Arbitrator Approved Transferee 21 Assumed Liabilities 14 Xxxx of Sale 2 Business Day 2 Buyer 1 Buyer Disclosure Schedule 25 Buyer Indemnification Cap 35 Buyer Indemnified Parties 32 Buyer Related Party 2 Claim Notice 34 Claimed Amount 34 Clinical Trial Agreements 31 Closing 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Consideration 2 Closing Date 12 Code 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Combination Product 2 Commercially Reasonable Efforts 2 Contingent Payment Period 3 Contingent Payment Product 3 Contingent Royalty Period 17 Contracts 3 control 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Copyrights 4 Cover 3 Covered 3 Designated Contacts 32 EMA 3 Encumbrance 30 Environmental Laws 39 Environmental 3 European Union 3 Excluded Assets 13 Excluded Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 14 Exhibits 3 [***] 3 FDA 3 First Commercial Sale 4 Escrow Agreement *** Confidential Treatment Requested. GAAP 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 4 Governmental Authorization 4 GSI 1 GSI Retained Name 4 Includes 37 including 37 IND 4 Indemnified Person 64 Insurance Policy 35 Party 33 Indemnifying Party 33 Initiation 15 Intellectual Property 24 Intellectual Property Assignment Agreement 4 Know-How 4 Knowledge 4 Law 4 Liabilities 5 Local Holding Requirements 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Losses 5 Material Adverse Effect 18 Material Contracts 26 Merger 5 Milestone Event 14 Milestone Payment 15 Mono Product 7 Net Sales 5 Non-Assignable Asset 28 Non-Assignable Authorization 28 Ongoing Clinical Trials 24 Parties 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Party 1 Obligated Patent Assignment Agreement 8 Patent Rights 4 Permitted Encumbrance 8 Permitted License 9 Permitted Spin Transaction 9 Person 64 Owned Intellectual Property 24 Parent 9 Pharmaceutical Laws 23 Product 9 Product INDs 23 Purchased Assets 13 Purchased IP 13 Purchased Know-How 13 Purchased Patent Rights 10 Purchased Records 13 Qualified Transferee 10 Registrational Trial 10 Regulatory Approval 10 Regulatory Exclusivity 10 Retained Names 10 Royalties 16 Royalty Rates 16 Schedules 10 SEC 29 Seller 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Disclosure Schedule 22 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target 35 Seller Indemnified Parties 33 Seller Taxes 11 Selling Person 61 Target Net Working Capital 5 Straddle Period 11 Tax 35 Tax Authority 34 11 Tax Return 11 Third Party 11 Third Party Claim 33 Threshold 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm Trademarks 4 Transfer 12 Working Capital Deficit 11 Working Capital Surplus 11 Transfer Taxes 18 Transferred Assets 21 Update Report 21 Valid Claim 12 ASSET PURCHASE AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ASSET PURCHASE AGREEMENT, dated as of August 20, 2018 (this “Agreement”) ), is made as of November 6, 2007, by and among Charter LCI CorporationSierra Oncology, a Delaware corporation (the “Company”), The Providence Service CorporationInc., a Delaware corporation (“ParentBuyer”), PRSC Acquisition CorporationYM Biosciences Australia Pty Ltd, a company organized under the laws of Australia (“Seller”), and Gilead Sciences, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger SubGSI”), solely for purposes of Section 7.1. Seller, GSI and Buyer may hereinafter be referred to individually as a “Party” and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability companycollectively, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ RepresentativeParties”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Acceptable Confidentiality Agreement 1 Ancillary Agreements 21 Arbitrator 12 Acceptance Time 19 Acquisition Proposal 2 Acquisition Sub 1 Acquisition Transaction 2 Affiliate 2 Agreement 1 Antitrust Law 2 Appraisal Shares 18 Arrangements 34 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 30 Business Day 2 Certificate 18 Certificate of Merger 17 Change 3 Changes 3 Code 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Collective Bargaining Agreement 34 Company 1 Company Balance Sheet 2 Company Balance Sheet Date 2 Company Board 2 Company Board Recommendation 23 Company Board Recommendation Change 46 Company By-Laws 2 Company Capital Stock 2 Company Certificate of Incorporation 2 Company Common Stock 1 3 Company Recommendation 1 Disclosure Documents 26 Company Disclosure Letter 22 Company Equity Awards 21 Company Intellectual Property Rights 3 Company Material Adverse Effect 3 Company Options 4 Company Preferred Stock 4 Company Registered Intellectual Property Rights 4 Company Representatives 48 Company Restricted Stock 4 Company SEC Reports 25 Company Securities 25 Company Service 35 Company Stock Certificates 6 Plans 4 Company Takeover Proposal 48 Company Transaction Expenses 5 Stockholders 4 Confidentiality Agreement 52 4 Consent 24 Continuing Directors 14 Continuing Employees 48 Contracts 26 4 Contract 5 Covered Securityholders 34 D&O Tail Premium 55 Insurance 50 DEA 36 Delaware Law 5 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 16 DOJ 5 Effective Time 2 Encumbrance 30 17 Employee Plans 32 Enforceability Exception 22 Environmental Laws 39 Environmental Liabilities 39 Law 5 Equity Award Amounts 5 Equity Interest 5 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 5 Exchange Act 41 5 Exchange Fund 6 Final Closing Statement 12 20 Existing Credit Agreement 5 Fairness Opinion 38 FDA 36 Financial Statement Date 31 Financial Statements 31 FLSA 37 Advisor 38 Foreign Benefit Plans 34 FTC 5 GAAP 29 Government Programs 40 5 Governmental Authority 22 5 Hazardous Materials 39 Substance 5 Healthcare Regulatory Authority 36 Healthcare Regulatory Permit 36 HHS 36 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 5 Indemnified Person 64 Insurance Policy 35 Persons 49 Initial Expiration Date 11 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 5 Intervening Event 6 IRS 6 Knowledge 6 Law 19 Lease 30 6 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 29 Leases 29 Legal Proceeding 6 Liabilities 6 Lien 6 Material Adverse Effect 18 Material Contracts 26 Contract 27 Merger 1 Merger Consideration 3 Closing 17 Merger Closing Date 17 Merger Consideration Statement 5 Merger Sub 18 Minimum Tender Condition A-1 Offer 1 Obligated Person 64 Offer Closing 12 Offer Closing Date 12 Offer Conditions 10 Offer Documents 12 Offer Price 1 Order 6 Outside Date 57 Owned Intellectual Real Property 24 6 Parent 1 Parent Indemnification Cap 63 Payoff Letters Expenses 59 Parties 1 Party 1 Paying Agency Agreement 19 Paying Agent 19 Permits 35 Permitted Liens 6 Person 7 Preliminary Proxy Statement 55 Promissory Note 16 Proxy Statement 55 Recommendation Change Notice 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Recommendation Change Notice Period 46 Registered Intellectual Property Rights 7 Related Party 29 Released Persons 56 Required Transaction 38 Remedy 55 Representatives 44 Rights Plan 7 Xxxxxxxx-Xxxxx Act 7 Schedule 14D-9 13 Schedule TO 12 SEC 7 Securities Act 7 Series A Preferred Stock 24 Short-Form Threshold 15 Software 7 Stockholder Approval 40 SEC 23 Stockholders' Meeting 55 Subsidiary 7 Subsidiary Securities 25 Superior Proposal 7 Surviving Corporation 17 Takeover Laws 23 Tax 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet Returns 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, whollyTermination Fee 59 Top-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Up 15 Top-Up Closing 16 Top-Up Shares 15 Transfer Taxes 52 ARTICLE II THE OFFER

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 2010 VSD 55 Accounts Receivable 32 Acquisition Proposal 69 Acquisition Subsidiary 1 Action 22 41 Adjustment Amount 14 Adverse Recommendation Change 68 Affiliate 91 Agents 68 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Annual Financial Statements 56 Benefit Plan 32 24 Antitrust Filings 66 Assets 29 Auditor 13 Balance Sheet 24 BIS 54 Business Day 3 Cap 86 Cash 11 Cash Adjustment Amount 14 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Certificates 6 CFIUS 71 CFIUS Approval 71 Clearances 57 Closing 2 Closing Date 2 Balance Sheet 12 Closing Cash 12 Closing Date 3 Closing Indebtedness 5 12 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 12 Closing Statement of Cash 12 Closing Statement of Indebtedness 12 COBRA 33 49 Code 7 6 Common Stock 4 Company 1 Company Common Stock 1 Indemnified Person 18 Company Indemnified Persons 18 Company Intellectual Property 35 Company Intellectual Property Agreement 37 Company Manufacturing Tools 35 Company Material Adverse Effect 63 Company Organizational Documents 21 Company Recommendation 1 67 Company Stock Certificates 6 Company Takeover Proposal 48 Software 36 Company Transaction Expenses 5 17 Confidentiality Agreement 52 Continuing 65 Contract 34 Contracts 34 Covered Employees 48 Contracts 26 D&O Tail Premium 55 73 CSOs 70 Defense Notice 84 Determination Date 14 DGCL 1 2 Disclosure Schedule 18 20 Dissenting Shares 18 6 Effect 63 Effective Time 2 Encumbrance 30 Employment Agreements 2 Environmental Laws 39 Law 46 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Property 45 Escrow Agent 4 Account 16 Escrow Agreement 4 8 Escrow Fund 4 Amount 3 Estimated Cash 11 Estimated Closing Date Net Working Capital 11 Estimated Company Transaction Expenses 17 Estimated Indebtedness 11 Estimated Net Working Capital Shortfall 12 Exchange Agent 10 Exchange Agent Agreement 10 Exchange Fund 10 Final Closing Cash 14 Final Closing Indebtedness 14 Final Closing Net Working Capital 14 Final Net Working Capital Excess 14 Final Net Working Capital Shortfall 14 Financial Statements 24 FINSA 71 Fully Diluted Shares 4 GAAP 12 Good Faith Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 8 Government Contract 55 Government Subcontracts 55 Governmental Authority 22 Authorization 44 Hazardous Materials 39 46 HSR Act 22 66 Income Tax 29 Indebtedness 28 Indemnifiable Losses 60 15 Indebtedness Adjustment Amount 14 Indemnification Threshold 61 85 Indemnified Person 64 Insurance Policy 35 Losses 80 Indemnified Party 83 Indemnifying Party 83 Information Statement 58 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 35 Interim Financials 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 IRS 9 Key Stockholders 1 Law 19 Lease 30 44 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Letter of Transmittal 10 Liens 30 Losses 80 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Net Working Capital 11 NLRA 48 Non-Competition and Confidentiality Agreements 2 off-balance sheet arrangements 24 Order 41 Ordinary Course of Business 26 Owned Intellectual Property 24 Software 36 Parent 1 Parent Indemnification Cap 63 Payoff Letters Indemnified Persons 80 Parties 1 Party 1 Payment Event 92 Per Share Common Adjustment Amount 4 Per Share Common Closing Amount 4 Per Share Common Escrow Amount 4 Per Share Preferred Adjustment Amount 4 Per Share Preferred Closing Amount 4 Per Share Preferred Escrow Amount 4 Per Share Series D Preference Amount 4 Percentage 81 Permits 44 Person 91 Plan 49 Plans 49 Pre-Closing Period Income Tax Returns 77 Pre-Closing Tax Period 77 Property 29 Public Software 36 Real Property Leases 30 Release 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Remaining Escrow Amount 17 Representative 19 Representative Expense Amount 3 Representative Expenses 20 Requisite Stockholder Approval 40 SEC 8 24 Restricted Share 5 Restricted Share Issuance Agreements 22 Scheduled Company Intellectual Property 36 Scheduled Indemnity Matters 81 Securities Act 8 Seller Indemnification Cap 62 24 Series A Preferred Stock 5 Series B Preferred Stock 5 Series C Preferred Stock 5 Series D Preference Payment 5 Series D Preferred Stock 5 Share 21 Shares 21 Side Agreements 1 Software 25 Stockholders’ Representative 36 Spreadsheet 70 Statement 9 Stockholder Indemnified Persons 83 Stockholder Non-Competition Agreements 1 Subsidiaries Stockholders 1 Straddle Period 78 Subsidiary 21 Superior Proposal 70 Surviving Entity Company 2 Target Indemnified Person 61 Surviving Company Organizational Documents 18 Tail Policy 19 Takeover Statute 58 Target Net Working Capital 11 12 Tax 35 29 Tax Authority 34 Attributes 27 Tax Return 35 Transmittal Letter 6 29 Tax Returns 29 Taxes 29 Termination Fee 92 Third Party 70 Third Party Intellectual Property License 37 Third Person 84 Third Person Claim 84 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 6 Unvested Consideration 7 Unvested Restricted Shares 5 Vested Restricted Shares 5 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN Adjustment Amount 14 TABLE OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).CONTENTS Page

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6April 15, 20072013, by between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and among Charter LCI CorporationXxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of May 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Delaware corporation Division of PNC Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”) and special servicer (in such capacity, the “Special Servicer”), PRSC Acquisition CorporationXxxxx Fargo Bank, a Delaware corporation and a directNational Association, wholly-owned subsidiary of Parent as trustee (in such capacity, the “Merger SubTrustee”), andcertificate administrator (in such capacity, only with respect to those Sections of this Agreement expressly applicable to itthe “Certificate Administrator”), CLCI Agentcertificate registrar, LLCauthenticating agent and custodian (in such capacity, a Delaware limited liability companythe “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C9 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated April 8, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 6 Bxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Material Document Defect 16 Underwriters 1 Company Common Stock Mortgage File 3 Underwriting Agreement 1 Company Recommendation Mortgage Loan Schedule 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made ), dated as of November 6October 3, 20072012, by between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and among Charter LCI CorporationMxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, a Delaware corporation and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), The Providence Service Corporationto be dated as of October 1, a Delaware corporation 2012 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “ParentMaster Servicer”), PRSC Acquisition Corporationcertificate administrator (in such capacity, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (the “Merger SubCertificate Administrator”), andcustodian (in such capacity, only with respect to those Sections the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of this Agreement expressly applicable to itPNC Bank, CLCI AgentNational Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs Holdings, LLC, a Delaware limited liability company, as trust advisor (the representative of “Trust Advisor”). In exchange for the Sellers Mortgage Loans and certain other persons identified mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 2012-C6 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Section 9 the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 4, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 27, 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Accounts Receivable 33 Acquisition Proposal 72 Acquisition Subsidiary 1 Action 22 43 Adjusted Fully Diluted Shares 4 Adjustment Amount 14 Adverse Recommendation Change 71 Affiliate 94 Agents 70 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate Agreement of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Annual Financial Statements 24 Antitrust Filings 69 Assets 30 Auditor 12 Australian Purchase Agreement 15 Balance Sheet 24 Bank 15 BIS 59 Business Day 3 Cap 89 Cash 15 Cash Adjustment Amount 13 Certificates 5 CGCL 2 Closing 2 Closing Date 2 Balance Sheet 11 Closing Cash 11 Closing Company Transaction Expenses 11 Closing Date 3 Closing Indebtedness 5 11 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 Closing Statement of Cash 11 Closing Statement of Company Transaction Expenses 11 Closing Statement of Indebtedness 11 COBRA 33 53 Code 7 5 Common Stock 4 Company 1 Company Common Stock 1 Entities 48 Company Intellectual Property 37 Company Intellectual Property Agreement 38 Company Intellectual Property License 38 Company Manufacturing Tools 37 Company Material Adverse Effect 66 Company Options 5 Company Recommendation 1 70 Company Stock Certificates 6 Software 37 Company Takeover Proposal 48 Subsidiary Securities 21 Company Transaction Expenses 5 17 Company Transaction Expenses Adjustment Amount 13 Confidentiality Agreement 52 Continuing 68 Contract 35 Contracts 35 Covered Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 75 Data Room 28 DDTC 59 Defense Notice 87 Determination Date 13 Disclosure Schedule 18 19 Dissenting Shares 18 5 Effective Time 2 Encumbrance 30 Employment Agreements 2 Environmental Laws 39 Claim 49 Environmental Liabilities 39 Law 48 Environmental Property 48 ERISA 32 ERISA Affiliate 32 Affiliates 53 Escrow Agent 4 Account 15 Escrow Agreement 4 7 Escrow Fund 4 Amount 3 Estimated Cash 11 Estimated Closing Date Net Working Capital 11 Estimated Company Transaction Expenses 17 Estimated Indebtedness 11 Final Closing Cash 13 Final Closing Company Transaction Expenses 13 Final Closing Indebtedness 13 Final Closing Net Working Capital 13 Financial Statements 24 Fully Diluted Shares 4 Fundamental Reps 89 GAAP 11 Good Faith Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 7 Governmental Authorization 47 Hazardous Materials 39 49 HIPAA 53 HSR Act 22 69 IC-DISC 29 Identified Debt 15 Identified Debt Releases 8 Income Tax 30 Indebtedness 28 Indemnifiable Losses 60 14 Indebtedness Adjustment Amount 13 Indemnification Threshold 88 Indemnified Losses 83 Indemnified Party 86 Indemnifying Party 86 Information Statement 61 Indemnified Person 64 Insurance Policy 35 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 36 Interim Financials 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 IRS 7 ITAR 59 Law 19 Lease 30 46 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 31 Letter of Transmittal 9 Liens 22 Losses 83 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Net Working Capital 10 NLRA 52 Non-Competition and Confidentiality Agreements 2 Non-Management Company Options 6 Non-U.S. Benefit Plan 53 OFAC 59 off-balance sheet arrangements 24 Option Cancellation Agreement 1 Obligated Person 64 Order 43 Ordinary Course of Business 26 Owned Intellectual Real Property 24 31 Owned Software 37 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances Indemnified Persons 83 Parties 1 Party 1 Payment Agent 9 Payment Agent Agreement 9 Payment Event 94 Payment Fund 9 Per Share Common Adjustment Amount 4 Per Share Common Closing Amount 4 Per Share Common Escrow Amount 4 Per Share Non-Management Option Holder Closing Xxxxxx 0 Xxxxxxxxxx 00 Xxxxxxx 00 Person 93 Plan 53 Plans 53 PPACA 53 Pre-Closing Period 79 Pre-Closing Period Income Tax Returns 79 Pre-Closing Section 951 Amount 80 Property 30 Potential 280G Benefits Public Software 37 Real Property 31 Real Property Leases 31 Release 1, 49 Proposed Closing Statement 12 Receivables 31 Registration Remaining Escrow Amount 16 Representative 18 Requisite Shareholder Approval 24 Scheduled Company Intellectual Property 38 Scheduled Indemnity Matters 84 Securities Act 24 Securityholder Non-Competition Agreements 1 Securityholders 7 Securityholders Indemnified Persons 86 Senior Management 6 Share 22 Shareholders 1 Shares 22 Side Agreement 1 Significant Securityholders 1 Software 37 Spreadsheet 73 Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries Straddle Period 80 Subsidiary 21 Superior Proposal 72 Surviving Entity Company 2 Target Indemnified Person 61 Takeover Statute 60 Target Net Working Capital 11 Tax 35 30 Tax Authority 34 Attributes 28 Tax Return 35 Transmittal Letter 6 30 Tax Returns 30 Taxes 29 Termination Fee 94 Third Party 73 Third Party Intellectual Property License 38 Third Person 87 Third Person Claim 87 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 5 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN Adjustment Amount 14 TABLE OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).CONTENTS Page

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Mortgage Loans 1 Bank of America Lender Successor MOU 26 Borrower Right 22 Officer’s Certificate 7 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 2 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Reporting Information 14 Dispute 20 Seller’s Information 14 Excluded Mortgage Loan Special Servicer. 1 Special Servicer 1 Final Judicial Determination 21 Trust 1 Final Memorandum 2 Trust Advisor 1 Indemnification Agreement 14 Trustee 1 Initial Purchasers 1 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Master Servicer 1 Company Common Stock Underwriters 1 Company Recommendation Material Breach 17 Underwriting Agreement 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Material Document Defect 17 Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated April 10, 0000, xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of April 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (the “Merger SubMaster Servicer”), andMidland Loan Services, only with respect a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of this Agreement expressly applicable America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 2015-C22 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X­-B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 30, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Page Affiliate 32 Agreement 1 Agreement Dispute 28 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate Assumed Liabilities 32 Business 32 Business Day 33 Business Transfer Documents 2 Business Transfer Effective Date 33 Cap 25 cGMP 33 Change of Merger 2 Change in Company Recommendation 48 Claim Period 63 Control Payment 6 Chargebacks 33 Claims 56 7 Closing 2 Closing Cash Consideration 33 Closing Date 2 Closing Date Indebtedness Code 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA Collateral 33 Code Collateral Agent 3 Controlling Party 28 Customer Rebates 33 Customers 33 Page Deal Communications 29 Deductible 25 Default Amount 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Default Fee 7 Default Payment 7 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Schedules 9 Environmental Laws 39 Environmental 33 Excluded Assets 34 Excluded Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 34 Exploit 34 Federal Health Care Programs 14 Fraud 34 GAAP 29 Government Programs 40 34 Xxxxxxx 2 Governmental Authority 22 Entity 34 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 35 Healthcare Regulatory Laws 35 Indemnified Person 64 Insurance Policy Parties 27 Indemnified Party 27 Indemnifying Parties 27 Indemnifying Party 27 Insolvency Event 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 35 Inventory 36 Inventory Sell-Down Period 36 IP Transfer Documents 2 Know-How 36 Knowledge 36 Law 19 Lease 30 Leased Real Property 30 36 L-Cysteine Cash Consideration 38 Liabilities 36 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Marks 36 Liens 36 Loss 36 Marketing Authorization 36 Material Adverse Effect 18 Material Contracts 26 Merger 37 Medicaid Rebate Program 37 Medicare Part D Coverage Gap Discount Program 37 Medicare Part D Prescription Drug Plan 38 Monthly Payment 4 Monthly Payments 4 Non-controlling Party 28 Nouress Litigation 23 Nouress Product 38 Occurrence 38 OFAC 14 Party, Parties 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Patents 38 Payment Claims 38 Payment Default 38 Permits 13 Permitted Liens 39 Person 39 Pharmacy Claim Payment Date 39 PHS 340B Program 39 Pre-Closing Accounts Payable 39 Privileged Communications 29 Proceeding 39 Product Transfer 6 Product Transfer Payment 6 Products 39 Xxxxxxxx 0 Xxxxxxxx Price 4 Purchaser 1 Obligated Person 64 Owned Intellectual Property Purchaser Change of Control 39 Purchaser Fundamental Representations 39 Purchaser Guaranteed Obligations 31 Purchaser Indemnified Party 24 Purchaser Parent 1 Rebates 40 Regulatory Applications 40 Regulatory Files 40 Release 3 Restrictive Covenant Agreement 40 Royalty Agreements 40 sanctioned country 15 Schedule 9 Seller 1 Seller Fundamental Representations 40 Seller Guaranteed Obligations 31 Seller Indemnified Party 24 Seller NDC 20 Seller Parent Indemnification Cap 63 Payoff 1 Shared Contract 40 State Assistance Programs 40 Subordination Agreement 3 Subsidiary 40 Tax 41 Tax Claim 30 Tax Returns 41 Territory 41 Third Party 41 Trade Secrets 41 Trademarks 41 Transaction Expenses 41 Transfer Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related 41 Transfer Taxes 41 Transferred Assets 42 Transferred Contracts 42 Transferred IP 42 TriCare Rebate Program 42 UCC 42 Unaffiliated Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Unaffiliated Party Suit 29 VA Master Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).42 VA Pharmaceutical Pricing Agreement 42 ARTICLE XII

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Affiliate 36 Healthcare Regulatory Laws 38 Agreement 4 Indemnifiable Amounts 38 Agreement Dispute 34 Indemnified Person 60 Action 22 Agreement 1 Party 29 Ancillary Agreements 21 Arbitrator 12 Assets 36 Indemnifying Party 29 Assumed Liabilities 36 Intellectual Property 38 Base Consideration 36 Inventory 39 Books and Records 36 Knowledge 39 Business 36 Law 39 Business Day 36 Liabilities 39 Business Transfer Documents 5 License Agreement 39 Calendar Quarter 36 Licensed IP 39 Cap 31 Audited Liens 39 cGMP 36 Marketing Authorization 39 Chargebacks 36 Material Adverse Effect 39 Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 6 Milestone Payment 7 Closing 2 Cash Consideration 37 MOU Product 40 Closing Date 2 Closing Date Indebtedness 5 Closing Date 6 Net Indebtedness 5 Closing Date Sales 40 Commercially Reasonable Efforts 36 Non-Transferred Contracts 15 Competing Product 26 Objections Statement 9 Co-Pay Contracts 37 OFAC 19 Data Room 37 Party, Parties 4 Deal Communications 34 Patents 41 Disclosure Schedules 12 PDUFA Fees 41 Domain Names 37 Permits 18 Endoceutics Amendment 37 Permitted Liens 42 Estimated Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Amount 8 Person 42 Estimated Saleable Inventory 8 Post-Closing Tax Period 42 Excluded Assets 37 Pre-Closing Accounts Payable 42 Excluded Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated 37 Pre-Closing Date Net Working Capital 11 Estimated Accounts Receivable 42 Federal Health Care Programs 19 Pre-Closing Tax Period 42 Final Cash Consideration 38 Preliminary Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 8 Final Closing Statement 12 Financial Statement Date 31 NWC Adjustment Amount 38 Privileged Communications 34 Financial Statements 14 Proceeding 42 GAAP 38 Product 42 Xxxxxxx 6 Product Copyrights 42 Governmental Entity 38 Product Labels and Inserts 43 Promotional Materials 43 Tax Allocation 13 Purchase Price Adjustment Amount 43 Tax Claim 35 Purchaser 4 Tax Returns 44 Purchaser Fundamental Reps 43 Territory 45 Purchaser Indemnified Parties 29 Third Party 45 Purchaser Portion of PDUFA Fees 43 Third-Party Claim 29 Quarterly Reports 7 Threshold Amount 31 FLSA 37 GAAP R&W Policy 6 Trademarks 45 Rebates 43 Transfer Letters 45 Regulatory Applications 43 Transfer Taxes 45 Regulatory Files 43 Transferred Assets 45 Relevant Product 27 Transferred Contracts 45 Saleable Inventory 44 Transferred Equipment 45 Schedule 12 Transferred IP 45 Seller 4 Transition Services Agreement 20, 45 Seller Fundamental Reps 44 Transitional Trademark License Agreement 45 Seller Indemnified Parties 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy Unaffiliated Party 34 Shared Contract 43 Unaffiliated Party Suit 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Subsidiary 43 Valuation Firm 9 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).44 Website IP 45 ARTICLE XII

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Accounting Firm Accounts Receivable Action 22 Affiliate Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Annual Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Balance Sheet Base Inventory Amount Base Purchase Price Base Working Capital Bxxxx Shoe Bxxxx Shoe Cap Bxxxx Shoe Guaranty Bxxxx Shoe Indemnified Persons Business Day Buyer Buyer Cap Buyer Indemnified Persons Buyer Parties CERCLA Closing 2 Closing Date 2 Closing Date Indebtedness 5 Payment Closing Date Net Indebtedness 5 Purchase Price Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Accounting Methodology Company Recommendation 1 Group Company Stock Certificates 6 Intellectual Property Company Takeover Proposal 48 Material Adverse Effect Company Transaction Expenses 5 Parties Confidentiality Agreement 52 Continuing Employees 48 Contract Contracts 26 D&O Tail Premium 55 DGCL 1 Credit Agreement Defense Notice Defense Notice Period DeMinimis Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Schedules Disputed Items Distribution Agreement Environmental Laws 39 Claim Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Law ESO Estimated Closing Date Net Schedule Estimated Closing Working Capital 11 Estimated Inventory Amount Excluded Assets Excluded Businesses Excluded Liabilities Excluded Subsidiaries Final Closing Statement 11 Estimated Schedule Final Closing Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Inventory Amount Final Purchase Price Financial Statements 31 FLSA 37 Fundamental Reps GAAP 29 Government Programs 40 Governmental Authority 22 Governmental Authorization Hazardous Materials 39 HSR Act 22 Identified Claims Income Tax Income Tax Return Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Losses Indemnified Party Indemnifying Party Intellectual Property 24 Intellectual Property Assignment Intercompany Accounts Interim Financials Inventory Adjustment Amount Inventory Buyer Inventory Purchase Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Liens Losses Material Contract Non-Assignable Assets Note Note Amount Order Ordinary Course of Business Parties Party Permits Permitted Liens Person Plan Plans Pre-Closing Cash Dividend Pre-Closing Periods Real Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Lease Real Property Leases Release Releasees Releasing Parties Restructuring Schedule of Agreed Exceptions Seller Seller’s Dispute Notice Shared Contract Software Special Third Person Claim Specified Order Liabilities Specified Orders Specified Shared Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Stock Straddle Period Subsidiary Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Tax Returns Taxes Third Person Third Person Claim Third Person Claim Notice Transfer Taxes Transition Services Agreement Willful Misconduct Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Capital

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 00 Xxxxx Xxxxxx Xxxxxxxx 1 1st Extension Term 70 00 Xxxxx Xxxxxx Xxxxxxxx 1 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement South Xxxxxx HVAC System 28 2nd Extension Term 70 30 South Xxxxxx Building 1 Ancillary Agreements Additional Exterior Building Signage 64 Additional Insured 37 Additional Rent 10 Adverse Event 70 Affiliates 43 Alterations 33 Amended Support Space Supplement 86 Amortization Rate 17 Antenna Site 83 Antennas 83 Asbestos Delay 59 Audit Claim 21 Arbitrator Audit Notice 20 Audit Right 20 Available for leasing 00 Xxxxxxxxx XXXX Xxxx 00 Base Building 4 Base Rent 2 Bathroom Work 88 Billing Address 3 BOMA Standard 2 Brokers 3 Building 1 Building Standard 7 Building Structure 4 Business Hours 3 Capital Items 13 Claims 42 CME 63 Code 27 Common Areas 4 Comparable Market 73 Construction Allowance 3 Contraction Notice 73 Contraction Payment 73 Contraction Right 73 Contraction Space 73 Cost-Saving Expenses 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Current Leases 86 Declaration 53 Default 54 Default Rate 58 Delivery Condition 10 Delivery Deadline 9 Design Problem 34 Desk Space User 46 Determination Date 71 Determination Notice 71 Dining Facility 23 Emergency Repairs 61 Enforcement Costs 57 Estimated Additional Rent 18 Exclusive Freight Elevator 7 Execution Date 1 Existing 20 South Lease 85 Existing Lease 85 Expenses 11 Expiration Date 2 Closing Extension Option 70 Extension Term 70 Exterior Building Signage 63 Exterior Building Signage Threshold 63 Fair Market Rent 57 First Offer Right 77 Force Majeure 59 Fuels 81 Generator 81 Generator Space 81 Ground Floor Retail Signage 64 Hazardous Materials 25 Holdover 8 HVAC 26 HVAC Connection Work 28 Indemnified Party Notice 44 Initial Construction Allowance 3 Initial Premises 1 Interruption of Landlord Provided Services 31 Interruption Period Estimate 40 Kiosk 85 Land 4 Landlord 1 Landlord Provided Services 31 Landlord’s Damages 57 Later Tenant Work 86 Lease 1 Leasehold Improvements 5 Lessor 52 Liability Limit 3 Mandated Expenses 12 Market Rent 72 Material Non-monetary Default 69 Maximum Connected Load 27 Mechanical Systems 4 Month 8 Mortgage 52 Mortgagee 52 New Lease Date Indebtedness 8 Non-Disturbance Agreement 53 - iv - Non-Fixed Term Storage Space 4 Notice 63 Notice Addresses 3 Notice of Repair or Lack of Service 60 Objection 18 Offer Notice 78 Offer Period 78 Office Space 1 Operator 76 Option Cancellation Notice 79 Outside Offer Date 79 Permitted Sublease 48 Permitted Transferee 47 Plans 33 Premises 1 Primary Use 23 Prime Rate 17 Privileges 76 Prohibited Signage Entity 64 Project 4 Qualified Arbitrator 71 Qualified Audit Arbitrator 22 Reasonable attorneys’ fees 57 Refrigerated Waste Facility 26 Reletting Expenses 58 Relocation Date 5 Closing Remainder Rent 57 Rent 19 Repair Estimate 40 Repair Estimate Period 40 Repossession Expenses 58 Required Removal Items 8 Reserved Xxxxxxx 00 XXXX Xxxx 00 XXXX Xxxx Availability Date Net Indebtedness 5 Closing 78 ROFO Area Commencement Date Net Working Capital 11 COBRA 79 Roof 83 RSF 1 Rules and Regulations 1 Scheduled Commencement Date 2 Scheduled Term 2 Second Construction Allowance 3 Secured Access Space 1 Secured Access Space Interior Signage 66 Secured Areas 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Security Deposit 3 Self Help Notice 61 Self Help Rights 59 Set Off Notice 62 Standard Services 25 Storage Space 82 Storage Space Agreement 4 Escrow Fund 4 Estimated Closing Substantial Completion 10 Superior Lease 52 Supplemental HVAC System 28 Swing Space 75 Swing Space Additional Charges 76 Swing Space Return Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement 76 Taking 45 Tank 82 Taxes 10 Telecommunication Services 30 Tenant 1 Tenant Delay 10 Tenant Exclusive Telecom Closets 5 Tenant Provided Services 31 Tenant’s Auditor 20 Tenant’s Personal Property 7 Tenant’s Share 2 Tenant’s Wiring 31 Tenant’s Work 33 Term 8 Third-Party Exterior Building Signage 64 Trading Termination Date 28 Transaction Costs 51 Transfer 46 Unamortized Contraction Cost 73 Untenantable 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger Use 2 USF 1 Merger Consideration 3 Merger Consideration Statement Visitor’s Center 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Visitor’s Center Signage 65 Voiding Notice 40

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Additional Securities 15 Additional Unitholder 1 Affiliate 1 Affiliated Institution 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Approved Sale 38 Board 1 Board Governance Exceptions 2 Business 2 Capital Contributions 2 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Check-the-Box Election 1 Chosen Courts 53 Class A Unit 2 Closing Date Class A Unpaid Yield 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Class A Unreturned Capital 11 COBRA 33 2 Class A Yield 2 Class B Unit 2 Class S Unit 2 Class S Unpaid Yield 3 Class S Unreturned Capital 3 Class S Yield 3 Code 7 3 Company 1 Company Common Stock 1 Equity Securities 3 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent Interest 3 Confidential Information 56 Contractual Appraisal Rights 49 Court of Chancery 53 Delaware Act 3 Delaware Federal Court 53 Distribution 3 Electing Holder 42 Election Notice 41 Event of Withdrawal 4 Escrow Executive 4 Executive Manager 25 Fair Market Value 4 Family Group 37 Fiscal Year 4 Governmental Entity 4 Group of Unitholders 4 Incentive Units 16 Indemnitee 4 Institutional Holder 4 Investor Purchase Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act Investors 5 Liens 5 Management Co-Invest Units 16 Management Equity Agreement 5 Management Unitholder 5 Manager 5 New Securities 5 Offer Notice 41 Exchange Fund Offering Period 41 Officers 6 Final Closing Statement 12 Financial Statement Date Original Agreement 1 Other Business 19 Other Unitholders 35 Permitted Transferees 37 Person 6 Preemptive Rights Holders 41 Pro Rata Portion 43 Proceeding 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Proportionate Share 41 Public Offering 6 Recapitalization 49 Registration Rights Agreement 6 Related Entity 24 Related Institutional Person 64 Insurance Policy 6 Relative 24 Remaining Securities 42 Required Interest 6 Rollover Agreements 6 Rollover Investors 7 Sale Notice 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement Sale of the Company 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC Securities 8 Securities Act 8 Seller Indemnification Cap 62 Software Representative 40 Side Letter 52 Subject Units 52 Subsidiary 8 Substituted Unitholder 9 TB DF 9 TB DF_Managers 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax TB DFA 9 TB DFA Managers 25 TB DFII 9 TB DFII Managers 25 TB DFII-A 9 TB DFII-A Managers 25 TB Funds 9 TB Managers 25 Transaction Documents 9 Transfer 9 Transferee 9 Transferred 9 Transferring Investor 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section Unit 9 hereof (the “Stockholders’ Representative”).Unit Ledger 15 Unitholder 9 Unvested Class B Units 10

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 1— 1998 Plan 60 Action 22 —2— 2002 Plan 60 —A— Acceptable Confidentiality Agreement 60 Acquisition Sub 1 Adverse Recommendation Change 41 Aggregate Merger Consideration 60 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Alternative Acquisition Agreement 40 Alternative Patent Sale Agreement 36 Antitrust Laws 13 Assigned Patent License Agreement 60 —B— Balance Sheet Date 16 Blue Sky Laws 60 Book-Entry Shares 3 Business Day 60 —C— Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Certificates 3 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 60 Company 1 Company Benefit Plan 60 Company Common Stock 1 Company Disclosure Schedule 9 Company Employees 19, 45 Company ESPP 8 Company Intellectual Property Rights 20 Company Lease 60 Company Material Adverse Effect 48, 61 Company Material Contract 23 Company Option 62 Company Permits 13 Company Plans 62 Company Recommendation 1 62 Company Related Parties 53 Company Restricted Stock Certificates 6 Units 62 Company Takeover SEC Documents 14 Competing Proposal 48 Company Transaction Expenses 5 42 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 62 Contract 12 control 62 —D— D&O Tail Premium 55 Insurance 44 DGCL 1 Disclosure Schedule 18 62 Directors’ Stock Option Plan 62 Dissenting Shares 18 8 —E— Effective Time 2 Encumbrance 30 Electronic Data Room 28 Environmental Laws 39 Environmental Liabilities 39 63 ERISA 32 62 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow 62 Exchange Act 62 Exchange Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 Expenses 62 —F— FCPA 14 —G— GAAP 29 Government Programs 40 63 Governmental Authority 22 63 —H— Hazardous Materials 39 Substance 63 Holdback Amount 46 HSR Act 22 63 —I— Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 63 Indemnitee 63 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers Rights 20 IRS 63 —K— knowledge 64 —L— Law 19 Lease 30 64 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts Properties 26 Lien 64 —M— Merger 1 Merger Consideration 3 Merger —N— New Plans 45 Non-U.S. Benefit Plan 18 Notice of Superior Proposal 41 —O— Option Cash Payment 7 Option Per Share Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Order 64 —P— Parent 1 Parent Indemnification Cap 63 Payoff Letters Disclosure Schedule 29 Parent Material Adverse Effect 49, 64 Parent Organizational Documents 29 Patent Purchaser 64 Patent Sale Agreement 64 Patent Sale Transaction 64 Paying Agent 4 Permitted Lien 64 person 65 Preferred Stock 11 Proxy Statement 15 —R— Recapitalization 1 Recapitalization Cash Portion 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Recapitalization Certificate 46 Recapitalization Restricted Stock Unit Payment 65 Representatives 65 Requisite Stockholder Approval 40 27 Restricted Stock Unit Payment 7 Retained Patent License Agreement 65 —S— Sanctions 14 Xxxxxxxx-Xxxxx Act 15 SEC 8 65 Secretary of State 65 Securities Act 8 Seller Indemnification Cap 62 Software 25 65 Stockholders’ Representative 1 Subsidiaries 21 Meeting 38 subsidiary 65 Superior Proposal 43 Supplemental Purchase Plan 65 Surviving Entity Corporation 2 Target Indemnified Person 61 Target Net Working Capital 11 —T— Takeover Statutes 27 Tax 35 66 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Returns 66 Taxes 66 Termination Date 50 Termination Fee 52 Third Party 66 Total Common Merger Consideration 66 Total Option Cash Payments 7 Total Recapitalization Cash Portion 46 Total Recapitalization Restricted Stock Unit Cash Payment 66 Total Restricted Stock Unit Payments 7 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER 66 —U— UKLA 66 Union 19 —W— WARN Act 66 THIS AGREEMENT AND PLAN OF MERGER MERGER, dated as of November 5, 2012 (this “Agreement”) ), is made as of November 6, 2007, by and among Charter LCI CorporationImagination Technologies Group plc, a public limited company under the laws of England and Wales (“Parent”), Imagination Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Acquisition Sub”), and MIPS Technologies, Inc., a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

INDEX OF DEFINED TERMS. “To The following terms are first defined in this Agreement on the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 page referenced below: Affiliate 6 Company Benefit Agreement 16 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Company Benefit Plan 32 Certificate of Merger 16 Air Emission Requirement 20 Company Employees 34 Arbitrating Accountant 2 Change in Company Recommendation 48 Confidential Information 33 Business 1 Confidentiality Agreement 27 Cash Equivalents 2 Control 6 Claim Period 63 Claims 56 19 Controlling Party 40 Closing 4 Copyrights 22 Closing Balance Sheet 2 Covered Product 35 Closing Date 4 Damages 35 Closing Estimate Payment 3 Deductible 36 Closing Indebtedness 3 Delivery Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 18 Dispute 2 Code 7 10 Dispute Notice 2 Commitment Documents 6 Dispute Period 2 Company 1 Company Common Stock DOL 17 Employee Benefit Plan 16 Permitted Liens 10 Encumbrances 1 Company Recommendation 1 Company Stock Certificates Person 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Claim 20 Plant Closing and Mass Layoff Laws 34 Environmental Laws 39 20 Purchase Price 1 Environmental Liabilities 39 Permits 20 Purchaser 1 ERISA 32 16 Purchaser Indemnitees 35 ERISA Affiliate 32 16 Purchaser Welfare Benefit Plans 34 Escrow Agent 4 Purchaser’s Knowledge 26 Escrow Agreement 4 Release 21 Escrow Fund Amount 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Resolution Period 2 Extended Coverage Claims 35 Securities Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statements 9 Seller 1 GAAP 2 Seller Benefit Agreement 16 Guaranteed Amount 40 Seller Benefit Plan 16 Hazardous Substances 20 Seller Disclosure Schedule 5 HSR Act 5 Seller Group 16 Indemnifiable Claim 32 Seller Indemnitees 38 Indemnified Party 35 Seller’s Knowledge 26 Indemnified Persons 31 Shares 1 Indemnifying Party 35 Software 22 Insurance Policies 23 SpeeCo 1 Intellectual Property 22 Subsidiaries 1 Interim Financial Statement Date 31 9 Tax Return 11 Interim Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 9 Tax Returns 10 IRS 17 Taxes 10 KPMG 2 Third Party Claim 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Estate 19 Top Ten Customer 23 Liens 10 Trademarks 22 Material Adverse Effect 18 7 Transaction Documents 5 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Contract 13 Transaction Expenses 4 Non-Controlling Party 40 Voting Company Debt 9 Patents 22 WARN Act 33 Pension Plan 16 Welfare Plan 16 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net 15 Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).2

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Defined Terms Page Accounting Principles 1 Acquiror 1 Acquiror Balance Sheet 27 Acquiror Disclosure Schedule 23 Acquiror Indemnified Person 60 Parties 44 Acquiror SEC Reports 1 Action 22 1 Affiliate 1 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets Asset Sellers 1 Assumed Contracts 8 Assumed Liabilities 11 Xxxx of Sale, Assignment and Assumption Agreement 2 Books and Records 10 Business 2 Business Day 2 Business Employees 2 Bylaws 25 Cancellation Notice 31 Audited Closing Financial Statements 56 Benefit Plan 32 Cap 44 Cash Consideration 14 Certificate of Merger Incorporation 24 Code 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Common Shares 14 Company 1 Company Common Stock 1 Indemnified Parties 45 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Plans 2 Confidential Information 29 Contracts 26 D&O Tail Premium 55 DGCL 1 8 Control 2 Deductible Amount 44 Disclosure Schedule 17 Environmental Law 2 Equity Consideration 14 Exchange Act 2 Excluded Assets 9 Excluded Liabilities 11 Financial Statements 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Fundamental Representation 3 GAAP 3 Governmental Entity 3 Governmental Order 3 Indebtedness 3 Indemnified Party 45 Indemnifying Party 45 Inventory 3 IRS 3 Knowledge of the Company 3 Law 4 Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Lien 4 Losses 4 Manufacturing and Supply Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Manufacturing Employees 36 Material Adverse Effect 18 4 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement Contract 21 Materials of Environmental Concern 5 Merger Sub 1 Obligated Mixed Contacts 5 Order 5 Patent License Agreement 5 Permits 20 Permitted Liens 5 Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 5 Post-Closing Consents 29 Principal Market 5 Product 5 Purchase Price 14 Qualifying Revenues 6 Receivables 9 Registrable Securities 6 Registration Rights Agreement 6 Related to the Business 6 Representative 6 Restricted Affiliates 6 Restricted Business 6 Restricted Legend 15 Rule 144 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 6 Securities Act 6 Subsidiary 6 Tax or Taxes 7 Tax Returns 7 Third Party 7 Third Party Claim 45 Third Party Rights 12 Transaction Agreements 7 Transactions 7 Transfer Date 38 Transfer Taxes 7 Transferred Assets 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER Transferred Employee 38 Transferred IP 8 Transition Services Agreement 7 This ASSET PURCHASE AGREEMENT, dated August 5, 2016 (this “Agreement”) ), is made as of November 6between Gambro UF Solutions, 2007, by and among Charter LCI CorporationInc., a Delaware corporation (the “Company”), The Providence Service Corporationand Sunshine Heart, Inc., a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ RepresentativeAcquiror”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 22 Master Servicer 1 Accountants' Due Diligence Report 16 Material Breach 18 Affected Loan(s) 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Material Document Defect 18 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Mortgage File 3 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Authenticating Agent 1 Mortgage Loans 1 Bank of America Lender Successor Borrower Right 23 MOU 28 Xxxx of Sale 2 Officer's Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 7 Certificate Administrator 1 Operating Advisor 1 Certificate Purchase Agreement 1 Other Mortgage Loans 1 Certificate Registrar 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 1 Closing Date 2 Closing Date Indebtedness Preliminary Prospectus 1 Collateral Information 11 Private Certificates 1 Crossed Mortgage Loans 20 Prospectus 1 Cure Request 18 Public Certificates 1 Custodian 1 Purchaser 1 Defective Mortgage Loan 19 Repurchase Request 22 Dispute 22 Seller 1 Final Judicial Determination 23 Seller Reporting Information 14 Final Memorandum 1 Seller's Information 14 Form 15G 17 Special Servicer 1 Indemnification Agreement 14 Trustee 1 Initial Purchasers 1 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Issuing Entity 1 Company Common Stock Underwriters 1 Company Recommendation Loss of Value Payment 19 Underwriting Agreement 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL ("Agreement"), dated [DATE, between [SPONSOR] ("Seller") and [PURCHASER] ("Purchaser"). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow hereto (the "Mortgage Loans") and evidenced by the related note or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “the "Pooling and Servicing Agreement”) is made "), to be dated as of November 6[DATE], 2007between Purchaser, by and among Charter LCI Corporationas depositor, a Delaware corporation [MASTER SERVICER], as master servicer (the “Company”"Master Servicer"), The Providence Service Corporation[SPECIAL SERVICER], a Delaware corporation as special servicer (“Parent”the "Special Servicer"), PRSC Acquisition Corporation[OPERATING ADVISOR], a Delaware corporation and a direct, wholly-owned subsidiary of Parent as operating advisor (“Merger Sub”the "Operating Advisor"), [TRUSTEE], as trustee (the "Trustee"), [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer (the "Asset Representations Reviewer"), [CERTIFICATE ADMINISTRATOR], as certificate administrator (the "Certificate Administrator"), [CUSTODIAN], as custodian (the "Custodian"), [CERTIFICATE REGISTRAR], as certificate registrar (the "Certificate Registrar"), and [AUTHENTICATING AGENT], as authenticating agency (the "Authenticating Agent"). In exchange for the Mortgage Loans, certain other mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage Loans") and, only with respect in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Issuing Entity will issue to those Sections of this Agreement expressly applicable the Depositor pass-through certificates to it, CLCI Agent, LLC, a Delaware limited liability companybe known as [CERTIFICATE CAPTION] (the "Certificates"). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class [PUBLICLY OFFERED CLASSES] Certificates (the "Public Certificates") will be sold by Purchaser to [UNDERWRITERS], as underwriters (in such capacities, the representative "Underwriters"), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ Representative”"Underwriting Agreement")., and the Class [PRIVATELY OFFERED CLASSES] Certificates (the "Private Certificates") will be sold by Purchaser to [INITIAL PURCHASERS], as initial purchasers (in such capacities, the "Initial Purchasers") pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of the date hereof (the "Certificate Purchase Agreement"). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated [DATE] (the "Preliminary Prospectus") and a Prospectus dated [DATE] (the "Prospectus"), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the "Final Memorandum") and a preliminary version thereof dated [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated [DATE], the "Preliminary Memorandum"). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” Adjusted Actual Rent - Sch. II 9 Lender 1 Agent 1 Licenses 34 Anti-Money Laundering Laws 21 Lists 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement Anti-Money Laundering Measures 21 Master Lease 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Anti-Terrorism Laws 20 Monthly Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Rent - Sch. II 9 Assignment Agreement 6 Monthly Reports 22 Intellectual Bankruptcy Party 40 Net Operating Income - Sch. II 9 Borrower 1 Note 1 Borrower Anti-Terrorism Policies 31 Occupancy 33 Borrower's Equity - Sch. 2.1 4 OFAC 20 BSA 21 OFAC Laws and Regulations 20 Charges 26 Operating Agreement 15 Collateral 7 Other Lists 20 CON 34 Permitted Debt 28 Defeasance 5 Prepayment Premium 3 Defeasance Deposit 7 Project 1 Designated Person 20 Properties 1 Executive Orders 20 Property Contributor 1 Expenses - Sch. II 9 Release Date 5 FIRREA - Sch. 2.1 5 Rent Proceeds 29 fiscal month 22 Knowledgeable Sellers Revenue - Sch. II 9 Funding Amount 2 Scheduled Defeasance Payments 6 GECC 1 SDN List 20 Law 19 Lease Guarantor 1 Secondary Market Transactions 32 Healthcare Laws 33 Security Agreement 5 HIPAA 33 State Regulator 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority HIPAA Compliance Date 34 Successor Borrower 6 HIPAA Compliance Plan 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet Impound 12 HIPAA Compliant 34 Taxes 12 Improvements 1 Terrorism 8 Incorporation Documents 15 Third-Party Payor Programs 36 Interest Holder Agreement 30 Title Policy - Sch. 2.1 2 Interest Rate 2 U.S. Obligations 7 Investor Anti-Terrorism Policies 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 U.S. Publicly-Traded Entity 21 Leases - Sch. 2.1 3 Yield Maintenance Amount 7 LOAN AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) This Loan Agreement is made entered into as of November 6December 1, 20072005, by and among Charter LCI CorporationGENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC" and in its capacity as agent for the “Company”Lenders, together with its successors, "Agent"), The Providence Service Corporationthe financial institutions other than GECC who are or hereafter become parties to this Agreement (together with GECC collectively, a Delaware corporation (“Parent”or individually, as the context may require, "Lender"), PRSC Acquisition Corporation, a Delaware corporation and a direct, whollyEMERITUS PROPERTIES-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI AgentARKANSAS, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof company (the “Stockholders’ Representative”"Borrower").

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement DEFINED TERMS PAGE ------------- ---- Abatement Event 11 Abatement Notice 11 Additional Rent 2 Adjustment Dates 6 Alterations 9 Applicant Exhibit F Approved Working Drawings Exhibit D Architect Exhibit D Base, Shell and Core Exhibit D Basic Rental 1 Ancillary Agreements 21 Arbitrator Beneficiary Exhibit F Brokers 1 Claims 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger Code Exhibit D Commencement Date 1 Construction Drawings Exhibit D Contractor Exhibit D Cosmetic Alterations 10 Damage Repair Estimate 16 Direct Costs 2 Change in Company Recommendation 48 Claim Eligibility Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Engineers Exhibit D Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 23 Estimate 4 Escrow Agreement 4 Escrow Fund Estimate Statement 4 Estimated Closing Direct Costs 4 Event of Default 18 Existing Security Deposit 5 Expiration Date Net 1 Final Space Plan Exhibit D Final Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority Drawings Exhibit D Force Majeure 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Material 23 HVAC System 11 Improvement Allowance Exhibit D Improvement Allowance Items Exhibit D Improvements 1 Landlord 1 Landlord Coordination Fee Exhibit D Lease 30 Leased 1 Lease Year 2 Letter of Credit 6 Operating Costs 3 Parking Passes 1 Permits Exhibit D Permitted Use 1 Premises 1 Project 1 Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 2 Representative 22 Review Period 5 Security Deposit 1 Merger Consideration 3 Merger Consideration Security Deposit Laws 7 Specifications Exhibit D Square Footage 1 Standard Improvement Package Exhibit D Stated Amount 6 Statement 5 Merger Sub 4 Tax Costs 2 Tenant 1 Obligated Person 64 Owned Intellectual Property 24 Parent DEFINED TERMS Page ------------- ---- Tenant Improvements 9 Tenant's Agents Exhibit C Tenant's Proportionate Share 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative Term 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER Transfer 15 Transfer Premium 15 Transferee 15 STANDARD MULTI-TENANT INDUSTRIAL LEASE This Standard Multi-Tenant Industrial Lease (this “Agreement”"LEASE") is made and entered into as of November 6the 23rd day of February, 20072001, by and among Charter LCI Corporationbetween ARDEN REALTY FINANCE IV, L.L.C., a Delaware limited liability company ("Landlord"), and PATRIOT SCIENTIFIC CORPORATION, a Delaware corporation ("Tenant"). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the “Company”premises described as Suite No. 10989, as designated on the plan attached hereto and incorporated herein as Exhibit "A" ("Premises"), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers project ("Project") now known as Via Frontera Business Park whose address is 10900 Xxx Xxxxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 xxr the Term and certain other persons identified in Section 9 hereof (upon the “Stockholders’ Representative”).terms and conditions hereinafter set forth, and Landlord and Tenant hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement Acquired Assets 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 13 Acquired Avoidance Actions 4 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 13 Acquired Leased Real Property 30 2 Code 83 Acquired Leases 13 Company 1 Acquired Owned Real Property 2 Company Exclusively Licensed Intellectual Property 83 Acquired Subsidiaries 3 Company Licensed Intellectual Property 83 Action 82 Company Owned Intellectual Property 83 Advisors 82 Company SEC Documents 83 Affiliate 82 Consent 83 Agreement 1 Contract 84 Akorn Luxembourg 82 Credit Bid Amount 12 Allocation 71 Credit Bid Portion 12 Allocation Methodology 71 Cure Costs 6 Alternative Transaction 82 Dataroom 40 Ancillary Agreement 16 DEA 84 Anti-Corruption Laws 82 Designated Purchaser 77 Anti-Money Laundering Laws 82 DIP Credit Agreement 84 Apportioned Obligations 72 Direction Letter 42 Assigned Contracts 2 Documents 84 Assignment and Assumption Agreement 13 Effect 88 Assignment and Assumption of Lease 13 Employees 53 Assumed Benefit Plans 7 Encumbrance 84 Assumed Liabilities 6 Enforceability Exceptions 16 Assumed Taxes 82 Environmental Laws 84 Auction 83 Environmental Permits 26 Avoidance Actions 83 Equipment 84 Backup Bidder 44 ERISA 85 Bankruptcy Case 1 Exchange Act 85 Bankruptcy Code 1 Excluded Assets 4 Bankruptcy Court 1 Excluded Bank Accounts 85 Bidding Procedures Motion 43 Excluded Cash 85 Bidding Procedures Order 83 Excluded Confidentiality Arrangements 85 Business Day 83 Excluded Contracts 4 Cash and Cash Equivalents 83 Excluded Liabilities 7 Chosen Courts 79 Excluded Subsidiaries 5 94 Express Representations 40 Owned Real Property 19 FDA 85 Parties 1 FDA Ethics Policy 36 Party 1 FDCA 86 Permits 24 Litigation Indemnification Threshold Filed SEC Documents 15 Permitted Encumbrances 90 Final Order 85 Person 90 Financing Order 85 Personal Information 90 Foreign Competition Laws 16 Petitions 1 Fraud 85 Post-Closing Tax Period 90 G Reorganization 73 Pre-Closing Tax Period 90 G Reorganization Election 73 Prepetition Obligations 90 GAAP 86 Product 90 Governmental Authorization 86 Product Registrations 91 Governmental Body 86 Projections 62 LogistiCare 18 Hazardous Substance 86 Purchase Price 12 Health Care Laws 86 Purchaser 1 HSR Act 87 Purchaser Group 91 Indebtedness 47 Purchaser Plans 54 India Company 87 Registration Information 91 Information Presentation 40 Regulatory Documentation 91 Intellectual Property 87 Release 91 International Trade Laws 87 Retained Privileged Materials 5 Xxxxxxxxx 00 XXX 00 XXXX 88 Safety Notices 36 Knowledge of Sellers 88 Sale Hearing 92 L5 74 Sale Order 92 Law 88 Sanctioned Person 92 Leased Real Property 20 Schedules 15 Leasehold Improvements 88 SEC 92 Leases 20 Securities Act 92 Lenders 88 Seller 1 Liability 88 Seller FDA Transfer Letters 92 Loan Agreement 88 Seller Fundamental Representations 67 Loan Agreement Indebtedness 88 Seller Parties 92 Loan Documents 88 Seller Plan 92 LSRP 56 Seller Sufficiency Representations 67 Material Adverse Effect 18 88 Sellers 1 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Contract 22 Standstill Agreement 93 Material Customers 34 Straddle Period 93 Material Suppliers 34 Straddle Period Taxes 73 Non-Debtor Subsidiaries 17 Subsidiaries 93 Order 89 Subsidiary 93 Ordinary Course 89 Successful Bidder 44 Outside Back-Up Date 90 Swiss Company 93 Outside Date 69 Swiss Employees 55 Systems 28 95 Tax 93 U.S. Antitrust Laws 93 Tax Elections 73 United States Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Plan 94 Tax 35 Tax Authority 34 Forms 73 Updated Schedules 60 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 93 WARN Act 55 Taxes 93 Willful Breach 94 Transfer Offer 53 Wind-Down Adjustment Amount 13 Transfer Taxes 71 Wind-Down Amount 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, whollyTransferred Employees 53 Wind-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Down Budget 94

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 15Ga-1 Notice 21 Mortgage Loans 1 Affected Loan(s) 19 MOU 26 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Officer’s Certificate 7 Xxxx of Merger Sale 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Closing Date Indebtedness Prospectus Supplement 2 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Excluded Mortgage Loan Special Servicer 1 Seller Reporting Information 15 Final Judicial Determination 22 Seller’s Information 14 Final Memorandum 2 SMC 1 Indemnification Agreement 14 Special Servicer 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company Mortgage File 3 Underwriters 1 Company Common Stock Mortgage Loan Schedule 2 Underwriting Agreement 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Mortgage Loan Purchase Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated April 10, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) is made as of November 6and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”), The Providence Service Corporation, each of which is evidenced by one or more related notes or other evidence of indebtedness (each a Delaware corporation “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “ParentMortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of April 1, a Delaware corporation and a direct2015, wholly-owned subsidiary of Parent between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (the “Merger SubMaster Servicer”), andMidland Loan Services, only with respect a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to those Sections be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of this Agreement expressly applicable America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 2015-C22 (the “Certificates”). The Certificates will be issued pursuant to itthe Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, CLCI AgentClass A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, a Delaware limited liability companyas underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as the representative of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class X-­B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 30, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller Party hereby agree as follows:

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Acceptable Confidentiality Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 72 Acquisition Proposal 43 Adjusted EBITDA 72 Adjusted Option 4 Adjusted Stock Award 5 Affiliate 73 Agreement Preamble Alternative Acquisition Agreement 40 Antitrust Law 73 Applicable Date 15 Bankruptcy and Equity Exception 13 Book-Entry Share 3 Business Day 73 Bylaws 2 Cancelled Shares 3 Capitalization Date 11 Cash-Out Option 4 Certificate 3 Certificate of Incorporation 11 Certificate of Merger 2 Change in Company Control 51 Change of Recommendation 48 Claim Period 63 Claims 56 45 Charter 2 Clean Room Agreement 73 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital Code 20 Collective Bargaining Agreements 21 Company Preamble Company 401(k) Plans 52 Company Agreement 51 Company Board 1 Company Bylaws 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 3 Company Recommendation 1 Credit Agreements 73 Company Disclosure Schedule 10 Company Divestiture Action 49 Company Material Owned Real Property 22 Company Material Real Property Leases 23 Company Notes 58 Company Notice 42 Company Owned Real Property 73 Company Payment Programs 28 Company Plan 73 Company Real Property Lease 73 Company Regulatory Agreements 28 Company Requisite Vote 13 Company Securities 12 Company Share 3 Company Stock Certificates 6 Plans 74 Company Takeover Proposal 48 Company Transaction Expenses 5 Termination Fee 68 Confidentiality Agreement 52 50 Consents 46 Continuing Employees 48 Contracts 26 51 Continuing Non-Union Employees 51 Continuing Union-Represented Employees 51 Contract 16 control 74 Conversion Ratio 74 D&O Tail Premium 55 Insurance 54 Data Xxxx 00 Debt Commitment Letter 33 Debt Financing 33 Debt Offer 58 DGCL 1 Disclosure Schedule 18 Discharge 74 Dissenting Shares 18 9 Divestiture Action 48 DOJ 47 Effective Time 2 Encumbrance 30 End Date 66 Environmental Laws 39 Environmental Liabilities 39 26 Envision Acquisition 74 Equity Financing 74 ERISA 32 74 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 74 Exchange Act 41 14 Exchange Fund 6 Final Closing Statement 12 Existing Facilities 37 Financial Statement Date 31 Financial Statements 31 FLSA 37 Advisor 26 Financing 63 Fixed Portion 5 Financing Sources 74 FTC 47 GAAP 29 Government Programs 40 75 Governmental Authority 22 Entity 75 Governmental Filings 75 Hazardous Materials 39 26 Healthcare and Insurance Regulatory Approvals 14 Healthcare Laws 75 HIPAA 75 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 14 Indemnified Person 64 Insurance Policy 35 Parties 53 Indentures 76 Intellectual Property 24 Intellectual Property Assignment Agreement 76 IRS 19 Key Payors 18 knowledge 76 Law 76 Legal Restraints 64 Liens 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 76 Material Contract 18 Material Contracts 26 Merger 1 Merger Sub Preamble NASDAQ 32 Notice Period 42 NYSE 12 Option 78 Parent Preamble Parent Disclosure Schedule 30 Parent Permitted Transaction 46 Parent Plans 51 Parent Price 78 Parent Shares 78 Parent Termination Fee 69 Parties Preamble Party Preamble Paying Agent 6 Payoff Amount 57 Payoff Letter 57 Per Share Merger Consideration 3 Merger Consideration Performance Unit 78 Permanent Financing 63 Permits 14 Permitted Liens 22 Person 78 Preferred Stock 11 Proceeding 53 Proxy Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 43 Recommendation 13 Representatives 39 Required Stockholder Approval 40 Antitrust Action 48 Restricted Share 78 Retail Pharmacy 78 Rollover Option 4 Rollover Stock Award 4 RSU 78 SEC 8 15 SEC Reports 15 Securities Act 8 Seller Indemnification Cap 62 15 Senior Employee 78 Service Provider 78 Significant Partner 79 Software 25 Stockholders’ Representative 79 Solvent 34 Stockholders Meeting 44 subsidiary 79 Subsidiary Shares 3 Superior Proposal 43 Surviving Corporation 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 25 Taxes 25 Transaction Litigation 55 UBS 33 UBS Bank 33 UBS Securities 33 Willful Breach 79 AGREEMENT AND PLAN OF MERGER THIS This AGREEMENT AND PLAN OF MERGER MERGER, dated as of October 27, 2015 (this “Agreement”) ), is made as of November 6, 2007, entered into by and among Charter LCI Rite Aid Corporation, a Delaware corporation (the “Company”), The Providence Service CorporationWalgreens Boots Alliance, Inc., a Delaware corporation (“Parent”), PRSC Acquisition Corporationand Victoria Merger Sub, Inc., a Delaware corporation and a direct, wholly-wholly owned direct subsidiary of Parent (“Merger Sub”), ” and, only together with respect to those Sections of this Agreement expressly applicable to itthe Company and Parent, CLCI Agent, LLCthe “Parties” and each, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ RepresentativeParty”).

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 2 Affiliate 2 Agreed Upon Tax Treatment 12 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Anti-Bribery Laws 24 AP Mezz Partners 1 Assignment Agreement 11 Base Purchase Price 2 Borrower 1 Business 2 Business Day 2 Buyer 1 Buyer Disclosure Schedule 2 Buyer Related Persons 35 Buyer Releasors 34 Cash Redemption 1 Closing 11 Closing Date 11 Code 2 Company Contract 2 Company Data 3 Confidential Information 27 Consumer 3 Consumer Protection Laws 3 Contract 3 Contracting Parties 36 Counsel 35 Credit Agreement 3 D&O Indemnified Persons 29 Disclosure Schedules 3 Effective Time 11 Employee Benefit Plans 3 Encumbrance 3 Environmental Claim 4 Environmental Laws 4 Environmental Permits 4 Equity Interests 4 ERISA 4 Excluded Matter 5 Ex-In Laws 4 FERC 4 Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 17 FPA 4 Fraud 4 GAAP 4 Governmental Entity 4 Hazardous Substance 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company HPS Blocker 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Independent Accountant 27 Insurance Policy 35 Policies 21 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable 5 Knowledge of Buyer 5 Knowledge of the Sellers 20 8 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 5 Material Adverse Effect 18 Material Contracts 26 Merger 5 Membership Interests 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub Mezz Partners 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Nonparty Affiliates 36 OFAC 6 Order 6 Ordinary Course of Business 6 Organizational Documents 6 Patent Rights 6 Permits 25 21 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 6 Person 6 Personal Information 6 Post-Lockbox Taxable Period 7 Pre-Lockbox Date Liability 27 Pre-Lockbox Returns 27 Pre-Lockbox Taxable Period 7 Privacy Laws 7 Pro Rata Share 7 Purchase Price 11 Real Property 7 Release 7 Representatives 7 Sanctioned Country 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC Sanctioned Person 8 Sanctions Laws 8 Securities Act 26 Security Breach 23 Seller Disclosure Schedule 8 Seller Indemnification Cap 62 Software 25 StockholdersRelated Persons 34 Seller Releasors 35 Seller’s Knowledge Sellers 1 Sellers’ Representative 1 Subsidiaries 21 Surviving Entity 2 SEMTH 1 SET 1 Software 8 Straddle Period 8 Straddle Returns 27 Systems Target Indemnified Person 61 Target Net Working Capital 11 Companies 1 Tax 35 8 Tax Authority 34 Contest 28 Tax Indemnitees 28 Tax Lockbox Date 9 Tax Return 35 Transmittal Letter 6 9 Taxes 8 Taxing Authority 9 Trade Control Laws 24 Trademarks 9 Transaction Documents 9 Transaction Expenses 9 Transfer Taxes 9 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 9 MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AND PLAN OF MERGER THIS SALE AGREEMENT AND PLAN OF MERGER (this “Agreement”) ), dated as of March 23, 2023, is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Spruce Power Holding Corporation, a Delaware corporation (“ParentBuyer”), PRSC Acquisition CorporationMezzanine Partners III, L.P., a Delaware corporation and a direct, wholly-owned subsidiary of Parent limited partnership (“Merger Sub”Mezz Partners ), AP Mezzanine Partners III, L.P., a Delaware limited partnership ((“AP Mezz Partners), and SS Offshore, L.P., a Cayman Islands exempted limited partnership (“SS Offshore), and, only together with respect to those Sections of this Agreement expressly applicable to itMezz Partners and AP Mezz Partners, CLCI Agent“Sellers”), and HPS Investment Partners, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof company (the “StockholdersSellers’ Representative”), in its capacity as the Sellers’ Representative.

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Additional Securities 17 Distribution 4 Additional Unitholder 1 EBITDA 4 Adjusted Capital Account Deficit 1 Employee Unitholder 5 Affiliate 2 Equity Plan 5 Affiliated Institution 2 Equity Securities 5 Agreement 2 Estimated Tax Liability 29 Approved Sale 50 Event of Withdrawal 5 Board 2 Excess Operating Cash 27 Book Value 2 Executive Manager 32 Business 2 Fair Market Value 5, 59 Call Price 2 Family Group 5 Capital Account 2 Fiscal Quarter 5 Capital Contributions 2 Fiscal Year 6, 15 Capital Incentive Units 11 GAAP 62 Certificate 3 Governmental Entity 6 Class B Xxxxx 00 Xxxxxxx-Xx Xxxxxx 28 Closing 3 Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 38 Code 7 3 Initial Units 6 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates Institutional Holder 6 Company Takeover Proposal 48 Equity Value 3 Investor 6 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Interest 3 Investor Manager 32 Delaware Act 3 Investor Manager Minimum Percentage 32 Designated Put Schedule 3 Investor Managers 32 Investor Votes 35 Residual Xxxxxxxxxx 0 XXX 00 Residual Units 8 Issuance Closing 18 Dissenting Shares Sale of the Company 8 Issuance Notice 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Liens 6 Seller Indemnification Representative 51 Losses 6 Senior Management Agreement 4 Management Unitholder 6 Xxxxxxxx 8 Manager 6 Xxxxxxxx Manager Minimum Percentage 32 Minimum Gain 6 Xxxxxxxx Managers 32 Net Loss 7 Xxxxxxxx Stockholder 8 Net Profit 7 Specified Person 8 New Securities 7 Subject Unitholders 65 Non-Indemnifiable Matters 39 Subsidiary 9 Notice 46 Substituted Unitholder 9 NSAM Stock 53 Tag-Along Notice 49 Officers 7 Tag-Along Transfer 10 Other Business 24 Tag-Along Unitholders 49 Participating Capital Incentive Unit 28 Tax 9 Participating Residual Unit 28 Tax Distribution 29 Participation Threshold 20 Tax Distribution Conditions 29 Permitted Xxxxxxxx Transfer 7 Tax Matters Partner 46 Permitted Xxxxxxxx Transfer 1% Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified 7 Taxable Year 9 Permitted Xxxxxxxx Transferee 7 Taxes 9 Permitted Xxxxxxxx Transferor 7 Termination Date 9 Permitted Transferee 48 Transaction Documents 9 Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 7 Transfer 9 Pro Rata Allotment 18 Transfer Actions 10 Proceeding 39 Transferee 10 Profits 8 Transferred 10 Put Price 8 Transferring Investor 49 Qualified Holder 18 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 10 Redemption Date 8 Unit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Regulatory Allocations 44 Unit Ledger 16 Required Interest 8 Unitholder 11

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 20 280Additional Rent 9 Annual Fixed Rent 2 B Base Operating Expenses per Square Foot of Rentable Floor Area 2 Base Taxes per Square Foot of Rentable Floor Area 2 Broker 3 Building 3 Business Day 32 C Contiguous Space 4 D Design Allowance 2 E Estimated Term Commencement Date 1 Examiner 12 Extension Term 6 F Fair Market Rent 7 Financing Party 33 Force Majeure 13 G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement Generator 35 Generator Rent 36 Ground Installation Area 35 Ground License 35 Guarantor 26, 37 H Hazardous Substances 15 Hours of Operation 14 I Improvement Allowance 2 Indemnitees 16 Insolvency Laws 35 Landlord 1, 27 Landlord's Operating Expenses 9 Landlord's Taxes 10 Landlord's Address 1 Ancillary Agreements 21 Arbitrator 12 Assets Lease Assignment 34 Lease Year 2 Letter of Credit Security Deposit 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate Letter of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Credit Terms and Conditions 30 M Major Work Delivery Date 2 Closing Massachusetts Mutual 34 O Outside Date Indebtedness 5 Closing 6 Outside Restoration Date Net Indebtedness 5 Closing 21 P Permitted Transfer 18 Permitted Uses 3 persons acting under Tenant 32 persons claiming under Tenant 32 Premises 3 Premises Address 1 Public Liability Insurance 3 R Rent 9 Rent Commencement Date Net Working Capital 11 COBRA 33 Code 7 Company 2 Rent Payments Address 1 Company Common Stock Rentable Floor Area of Xxxxxxxx 0 Xxxxxxxx Xxxxx Xxxx of Premises 3 S Security Deposit 3 Subordination Agreement 34 Substantial Completion Date 6 2 T Tenant 1, 27 Tenant Indemnitees 16 Tenant Work 19 Tenant's Authorized Representative 3 Tenant's Original Address 1 Company Recommendation Tenant's Plan Delivery Date 1 Company Stock Certificates Term Commencement Date 1, 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL Term Expiration Date 1 Disclosure Schedule Transferees 18 Dissenting Shares Transfers 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 3 TABLE OF CONTENTS 000 XXXXX XXXXXX 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6Mac-Gray Services, 2007, by and among Charter LCI CorporationInc., a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability companycorporation, as the representative Tenant 1 ARTICLE I REFERENCE DATA 1 1.1 Subjects Referred to 1 Lease Year 1 Annual Fixed Rent 2 Monthly Fixed Rent 2 1.2 Exhibits 3 ARTICLE II PREMISES; TERM; RENT 4 2.1 Premises and Exclusions 4 2.2 Appurtenant Rights 5 2.3 Reservations 6 2.4 Term 6 2.5 Annual Fixed Rent 9 2.6 Additional Rent—Operating Expenses and Taxes 9 2.7 Electricity 13 ARTICLE III CONSTRUCTION 13 3.1 Landlord Work 13 3.2 Entry By Tenant Prior to Term Commencement Date 14 ARTICLE IV LANDLORD'S COVENANTS 14 4.1 Landlord's Covenants 14 4.2 Interruption 15 4.3. Insurance 15 4.4 Hazardous Materials 16 ARTICLE V TENANT'S ADDITIONAL COVENANTS 16 5.1 Maintenance and Repair 16 5.2 Use, Waste and Nuisance 16 5.3 Compliance with Law 17 5.4 Rules and Regulations 18 5.5 Indemnification and Insurance 18 5.6 Tenant's Property 19 5.7 Entry For Repairs and Inspections 20 5.8 Assignment, Subletting 20 5.9 Alterations 21 5.10 Surrender 22 5.12 Personal Property Taxes 22 5.13 Signs 22 ARTICLE VI CASUALTY AND TAKING 23 6.1 Damage By Fire Or Casualty 23 6.2 Condemnation—Eminent Domain 24 6.3 Eminent Domain Award 25 ARTICLE VII DEFAULT 25 7.1 Termination For Default Or Insolvency 25 7.2 Reimbursement of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).Landlord's Expenses 26 7.3 Damages 26 7.4 Mitigation 27 7.5 Claims In Bankruptcy 27

INDEX OF DEFINED TERMS. “To the Knowledge of” or “Knowledge” 15Ga-1 Notice 22 Accountants’ Due Diligence Report 16 Affected Loan(s) 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Asset Representations Reviewer 1 Authenticating Agent 1 Bxxx of Sale 2 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Administrator 1 Certificate Purchase Agreement 1 Certificate Registrar 1 Certificates 1 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital Collateral Information 11 COBRA 33 Code 7 Company Crossed Mortgage Loans 20 Cure Request 18 Custodian 1 Company Common Stock Defective Mortgage Loan 19 Dispute 22 Final Judicial Determination 23 Final Memorandum 1 Company Recommendation Form 15G 17 Indemnification Agreement 14 Initial Purchasers 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL Issuing Entity 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law Loss of Value Payment 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare Master Servicer 1 Material Breach 18 Material Adverse Effect Document Defect 18 Material Contracts 26 Merger Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Merger Consideration 3 Merger Consideration Statement MOU 28 Officer’s Certificate 7 Operating Advisor 1 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Preliminary Prospectus 1 Private Certificates 1 Prospectus 1 Public Certificates 1 Purchaser 1 Repurchase Request 22 Seller 1 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trustee 1 UBSRES Lender Successor Borrower Right 23 UCC 5 Merger Sub Underwriters 1 Obligated Person 64 Owned Intellectual Property 24 Parent Underwriting Agreement 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER Mortgage Loan Purchase Agreement (this “Agreement”), dated [DATE, between [SPONSOR] (“Seller”) is made as of November 6and [PURCHASER] (“Purchaser”). Seller agrees to sell, 2007and Purchaser agrees to purchase, by and among Charter LCI Corporation, a Delaware corporation certain mortgage loans listed on Exhibit 1 hereto (the “CompanyMortgage Loans”) and evidenced by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), The Providence Service Corporation, as described herein. Purchaser will convey the Mortgage Loans to a Delaware corporation trust (the “ParentIssuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), PRSC Acquisition Corporationto be dated as of [DATE], a Delaware corporation and a directbetween Purchaser, wholly-owned subsidiary of Parent as depositor, [MASTER SERVICER], as master servicer (the “Merger SubMaster Servicer”), [SPECIAL SERVICER], as special servicer (the “Special Servicer”), [OPERATING ADVISOR], as operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (the “Trustee”), [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer (the “Asset Representations Reviewer”), [CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”), [CUSTODIAN], as custodian (the “Custodian”), [CERTIFICATE REGISTRAR], as certificate registrar (the “Certificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”) and, only with respect in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Issuing Entity will issue to those Sections of this Agreement expressly applicable the Depositor pass-through certificates to it, CLCI Agent, LLC, a Delaware limited liability companybe known as [CERTIFICATE CAPTION] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class [PUBLICLY OFFERED CLASSES] Certificates (the “Public Certificates”) will be sold by Purchaser to [UNDERWRITERS], as underwriters (in such capacities, the representative “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as of the Sellers and certain other persons identified in Section 9 date hereof (the “Stockholders’ RepresentativeUnderwriting Agreement”)., and the Class [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to [INITIAL PURCHASERS], as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated [DATE] (the “Preliminary Prospectus”) and a Prospectus dated [DATE] (the “Prospectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated [DATE], the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows: