SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Settlement Agreement and General Release of All Claims ("Agreement") is between Daniel Greenleaf ("Greenleaf") and Modivcare Inc. and Modivcare Solutions, LLC (collectively, "Modivcare").

WHEREAS on November 29, 2019, Greenleaf and Modivcare's predecessors "The Providence Service Corporation" and "Logisticare Solutions, LLC" entered into an Employment Agreement (attached hereto as Exhibit A) (the "Employment Agreement") employing Greenleaf as President, Chief Executive Officer, and Director;

WHEREAS on or about August 18, 2022, Modivcare filed a Demand for Arbitration with the American Arbitration Association ("Demand") commencing AAA Case No. 01-22-0003-5343 ("Arbitration");

WHEREAS on or about September 27, 2022, Greenleaf filed a Counterdemand ("Counterdemand") in the Arbitration;

WHEREAS on or about May 9, 2023, Modivcare and Greenleaf accepted a mediator's proposal following a prior mediation ("Mediator's Proposal") requiring the parties to use their best efforts to prepare a settlement agreement reflecting the terms of the Mediator's Proposal and any other terms reasonably consistent with those terms;

WHEREAS Modivcare and Greenleaf agree that this Agreement reflects the terms of the Mediator's Proposal and other terms reasonably consistent with those terms;

WHEREAS the effective date ("Effective Date") of this Agreement will commence immediately upon the expiration of the seven-day revocation period...

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