Coliseum Capital Management, LLC → ModivCare Inc

Item 4 is hereby amended and supplemented as follows: On January 9, 2025, the Issuer entered into a Purchase and Exchange Agreement (the "Purchase and Exchange Agreement") with CCP and Blackwell Partners LLC - Series A (together, the "Coliseum Investors"), which provides, among other things, for the Coliseum Investors (a) to purchase (the "Purchase") $30.0 million in aggregate principal amount of second lien senior secured PIK toggle notes to be issued by the Issuer (the "Second Lien Notes"), at a purchase price equal to 100% of the principal amount of the Second Lien Notes plus any accrued and unpaid interest thereon from, and including, October 1, 2024 to, but excluding, the closing date of the Purchase and (b) to exchange approximately $20.0 million in aggregate principal amount of the Issuer's 5.000% Senior Notes due 2029 held by the Coliseum Investors for an equivalent principal amount of the Second Lien Notes (the "Coliseum Exchange" and, together with the Purchase, the "Coliseum Transactions"), in each case pursuant to the terms and subject to the conditions set forth in the Purchase and Exchange Agreement. The Coliseum Transactions are conditioned upon the receipt of approval from 66-2/3% of the Issuer's stockholders pursuant to Section 203 of the Delaware General Corporation Law. The foregoing description of the Purchase and Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Exchange Agreement, which is attached as Exhibit 9 hereto and incorporated herein by reference.