AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

Exhibit 10.14

This Amendment to Amended and Restated Pledge and Security Agreement, dated as of May 29, 2024 (this "Amendment"), is among ▇▇▇▇▇ Services, Inc., a Delaware corporation (the “Borrower”), ▇▇▇▇▇ Properties, LLC, a Delaware limited liability company, ▇▇▇▇▇ Outsourcing and Consulting Group Australia, Ltd., a Delaware corporation, ▇▇▇▇▇ Services Global, LLC, a Michigan limited liability company, ▇▇▇▇▇ Services USA, LLC, a Michigan limited liability company, NextGen Global Resources LLC, a Delaware limited liability company, Teachers On Call, Inc., a Minnesota corporation, Global Technology Associates, LLC, a Virginia limited liability company, Greenwood/▇▇▇▇▇ & Associates, LLC, a Florida limited liability company, Softworld, LLC, a Delaware limited liability company, and Pediatric Therapeutic Services LLC, a Delaware limited liability company (each of the foregoing, including the Borrower, a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”).

RECITAL

The Grantors and the Administrative Agent are parties to an Amended and Restated Pledge and Security Agreement dated as of December 5, 2019, as amended (as amended and as it may be further amended or modified from time to time, the “Security Agreement”). The Grantors desire to amend the Security Agreement as set forth herein, and the Administrative Agent is willing to do so in accordance with the terms hereof. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Security Agreement.

AGREEMENT

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE 1. AMENDMENTS TO SECURITY AGREEMENT

Upon the satisfaction of the conditions specified in Article 3 hereof, the Security Agreement is amended as of the date hereof as follows:

1.1 Reference to “65% of the outstanding voting stock” in Section 2.2(iv) shall be deleted and replaced with “65% of the Equity Interests”.

1.2 Reference to “$10,000,000” in Section 2.2(ix) shall be deleted and replaced with “$25,000,000”.

1.3 Section 2.2(xi) shall be deleted in its entirety and replaced with the following:

(xi) (a) the Equity Interests, if any, in The ▇▇▇▇▇ Services, Inc. Foundation, a non-profit Michigan corporation, and The ▇▇▇▇▇ Relief Fund, a non-profit Michigan corporation and (b) the Equity Interests, if any, in any Immaterial Subsidiary; and

1.4 Each reference to “Closing Date” in Section 3.3, Section 3.4, Section 3.5 and Section 3.9 shall be deleted and replaced with a reference to “Third Amendment Effective Date”.

1.5 Section 3.10(a) shall be amended by adding the following language in the first line after the reference to “complete and accurate listing”: “as of the Third Amendment Effective Date”.

1.6 Reference to “Effective Date” in Section 3.10(b) shall be deleted and replaced with “Third Amendment Effective Date”.

1.7 The first sentence of Section 3.13(a) shall be amended to read as follows:

(a) Exhibit F sets forth a complete and accurate list of all of the Pledged Collateral owned by such Grantor; provided that, Exhibit F may include Equity Interests in Minority Investments that are Excluded Collateral under Section 2.2(ix).

1.8 Section 3.13(d) shall be deleted in its entirety and replaced with the following:

(d) Notwithstanding anything to the contrary in this Security Agreement or in any other Loan Document, each Grantor shall:

(i) deliver to the Administrative Agent the originals of all “Notes or other Instruments Payable to the Company” as described in Exhibit F which evidence amounts payable to any Grantor in excess of $25,000,000 with respect to any single Instrument, together with appropriate endorsements duly executed in blank;

(ii) other than Excluded Collateral, deliver to the Administrative Agent originals of all instruments and certificates evidencing the Equity Interests of all Domestic Subsidiaries described in Exhibit F (other than any instruments and certificates previously delivered to the Administrative Agent), together with appropriate stock powers, endorsements or other powers duly executed in blank;

(iii) other than Excluded Collateral, deliver to the Administrative Agent originals of all instruments and certificates evidencing Equity Interests of all Material Foreign Subsidiaries (to the extent the Equity Interests is certificated) described in Exhibit F, together with appropriate stock powers, endorsements or other powers duly executed in blank;

(iv) [Reserved]

(v) after the occurrence of a Default, other than any Excluded Collateral (A) deliver to the Administrative Agent originals of all instruments and certificates evidencing Equity Interests of all Foreign Subsidiaries (to the extent the Equity Interests is certificated and it has not previously been delivered to the Administrative Agent) described in Exhibit F, together with appropriate stock powers, endorsements or other powers duly executed in blank and (B) take such other action in the local jurisdiction of any Foreign Subsidiary with respect to the Equity Interests of any Foreign Subsidiary requested by the Administrative Agent to create and perfect the first priority security interest in any such Equity

Interests, including without limitation opinions of counsel and other documents and requirements requested by the Administrative Agent.

1.9 Section 4.6(a) shall be deleted in its entirety and replaced with the following:

(a) Changes in Capital Structure of Issuers. Such Grantor will not (i) permit or suffer any issuer of an Equity Interest of a wholly owned Subsidiary constituting Pledged Collateral to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Liens permitted under Section 4.1(e) or dispositions of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity other than as permitted in the Credit Agreement, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

1.10 Section 4.6(e) shall be deleted in its entirety and replaced with the following:

(e) Foreign Subsidiaries. All Foreign Subsidiaries as of the Third Amendment Effective Date are listed on Exhibit F hereto.

1.11 Each reference to “$5,000,000” in Section 4.8, Section 4.9 and Section 4.10 shall be deleted and replaced with “$10,000,000”.

1.12 The forms of Exhibits A, B, C, D, E, F, G and H shall be replaced with the forms of Exhibits A, B, C, D, E, F, G and H attached to this Amendment; provided, that, the Grantors may, within 10 days after the Third Amendment Effective Date (as defined in the Credit Agreement), deliver to the Administrative Agent an update to Exhibit D which shall be deemed delivered as of the Third Amendment Effective Date (as defined in the Credit Agreement) and shall replace the form of Exhibit D delivered on the Third Amendment Effective Date.

ARTICLE 2. REPRESENTATIONS

In order to induce the Administrative Agent to enter into this Amendment, the Grantors represent and warrant to the Administrative Agent that the following statements are true, correct and complete:

2.1 The execution, delivery and performance of this Amendment are within each Grantor’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders.

2.2 This Amendment has been duly executed and delivered by each Grantor and constitutes a legal, valid and binding obligation of each Grantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

2.3 After giving effect to the amendments herein contained and the satisfaction of the condition described in Article 3 below, all of the representations and warranties contained in the Security Agreement or Article V of the Credit Agreement are true, correct, and complete in all material respects as

of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date and no Default has occurred and is continuing.

ARTICLE 3. CONDITIONS PRECEDENT

This Amendment shall be effective as of the date hereof when each of the following is satisfied:

3.1 The Grantors and the Administrative Agent shall have executed this Amendment.

ARTICLE 4. MISCELLANEOUS

4.1 References in the Loan Documents to the Security Agreement shall be deemed to be references to the Security Agreement as amended hereby and as further amended from time to time. This Amendment is a Loan Document.

4.2 Each of the Grantors acknowledges and affirms that the Security Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the Security Agreement, except as amended by this Amendment, remain unmodified and in full force and effect.

4.3 Each of the Grantors acknowledges, agrees and represents that all existing Collateral (after giving effect to this Amendment) granted by the Security Agreement continues with the same priority as originally granted (other than with respect to Liens permitted pursuant to the Credit Agreement), and such pledge and security interest in such existing Collateral secures, without limitation and among other liabilities secured thereby, all present and future Secured Obligations, and each such Grantor does hereby confirm the grant of the security interests and Liens granted in the Security Agreement to secure the Secured Obligations.

4.4 This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks. This Amendment shall not be deemed to have otherwise prejudiced any present or future right or rights which the Administrative Agent now has or may have under the Security Agreement or in any other Loan Document and, in addition, shall not entitle any Grantor to a waiver, amendment, modification or other change to, of or in respect of any provision of Security Agreement or in any other Loan Document in the future in similar or dissimilar circumstances. This Amendment may be executed (as applicable) in several counterparts as deemed necessary or convenient, each of which, when so executed, will be deemed an original, provided that all such counterparts will be regarded as one and the same document, and any party to this Amendment may execute any such agreement by executing a counterpart of such agreement. Any signature delivered by a party by facsimile or electronic transmission will be deemed to be an original signature hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

GRANTORS:


▇▇▇▇▇ SERVICES, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


▇▇▇▇▇ PROPERTIES, LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


▇▇▇▇▇ OUTSOURCING AND CONSULTING
GROUP AUSTRALIA, LTD., formerly known as ▇▇▇▇▇
Services (Australia), Ltd.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


▇▇▇▇▇ SERVICES GLOBAL, LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


▇▇▇▇▇ SERVICES USA, LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer

Signature Page

Amendment to Amended and Restated Pledge and Security Agreement


NEXTGEN GLOBAL RESOURCES LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


TEACHERS ON CALL, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


GLOBAL TECHNOLOGY ASSOCIATES, LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


GREENWOOD/▇▇▇▇▇ & ASSOCIATES, LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


SOFTWORLD, LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer


PEDIATRIC THERAPEUTIC SERVICES LLC

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer

Signature Page

Amendment to Amended and Restated Pledge and Security Agreement

ADMINISTRATIVE AGENT


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Officer

Signature Page

Amendment to Amended and Restated Pledge and Security Agreement

EXHIBIT A

(See Sections 3.2, 3.3, 3.4, 3.6, 3.9 and 4.1 of Security Agreement)

NOTICE ADDRESS FOR ALL GRANTORS

▇▇▇▇▇ Services, Inc.

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

Facsimile: (▇▇▇)▇▇▇-▇▇▇▇

INFORMATION AND COLLATERAL LOCATIONS OF

▇▇▇▇▇ SERVICES, INC.

I. Name of Grantor: ▇▇▇▇▇ Services, Inc.

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Corporation

IV. Organizational Number assigned by State of Incorporation or Organization:

04-59010

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Places of Business/Locations of Collateral as of the Third Amendment Effective Date:

(a) Properties Owned by the Grantor:

See attached.

(b) Properties Leased by the Grantor (Include Landlord's Name):

See attached.

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-1

A-2

A-3

INFORMATION AND COLLATERAL LOCATIONS OF

▇▇▇▇▇ PROPERTIES, LLC

I. Name of Grantor: ▇▇▇▇▇ Properties, LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization:

4723252

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Places of Business/Locations of Collateral as of the Third Amendment Effective Date:

(a) Properties Owned by the Grantor:


ADDRESS	PARCEL NO
▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇	24-08-16-16-351-114	CONDO

(b) Properties Leased by the Grantor (Include Landlord's Name):


▇▇▇▇▇▇▇▇	ADDRESS	PARCEL NO
▇▇▇▇▇’▇ Offices LLC	▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇	88-20-28-101-034	HDQTR

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-4

INFORMATION AND COLLATERAL LOCATIONS OF

▇▇▇▇▇ OUTSOURCING AND CONSULTING GROUP AUSTRALIA, LTD.

I. Name of Grantor: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and Consulting Group Australia, Ltd.

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Corporation

IV. Organizational Number assigned by State of Incorporation or Organization:

215-5640

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord’s Name):

Landlord: The Trust Company (Australia) Limited ACN ▇▇▇ ▇▇▇ ▇▇▇

Suite 8.01, Level 8

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Sydney

NSW 2000

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-5

51181705.2

INFORMATION AND COLLATERAL LOCATIONS OF

▇▇▇▇▇ SERVICES GLOBAL, LLC

I. Name of Grantor: ▇▇▇▇▇ Services Global, LLC

II. State of Incorporation or Organization: Michigan

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization:

E6210T

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord's Name):

None

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-6

INFORMATION AND COLLATERAL LOCATIONS OF

▇▇▇▇▇ SERVICES USA, LLC

I. Name of Grantor: ▇▇▇▇▇ Services USA, LLC

II. State of Incorporation or Organization: Michigan

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization:

E6210R

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord's Name):

None

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-7

INFORMATION AND COLLATERAL LOCATIONS OF

NEXTGEN GLOBAL RESOURCES LLC

I. Name of Grantor: NextGen Global Resources LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization: 4708889

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord's Name):

▇▇▇ ▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

(Landlord - Broadway Lexington, LLC.)

▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

(Landlord - AG 300 South ▇▇▇▇▇▇ Owner LLC.)

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-8

INFORMATION AND COLLATERAL LOCATIONS OF

TEACHERS ON CALL, INC.

I. Name of Grantor: Teachers On Call, Inc.

II. State of Incorporation or Organization: Minnesota

III. Type of Entity: Corporation

IV. Organizational Number assigned by State of Incorporation or Organization: 623120100029

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord's Name):

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇

(Landlord – Metro Office Park)

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-9

INFORMATION AND COLLATERAL LOCATIONS OF

GLOBAL TECHNOLOGY ASSOCIATES, LLC

I. Name of Grantor: Global Technology Associates, LLC

II. State of Incorporation or Organization: Virginia

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization:

S4150696

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord’s Name):

1890 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇

Landlord: ELA Group LLC

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-10

INFORMATION AND COLLATERAL LOCATIONS OF

GREENWOOD/▇▇▇▇▇ & ASSOCIATES, LLC

I. Name of Grantor: Greenwood/▇▇▇▇▇ & Associates, LLC

II. State of Incorporation or Organization: Florida

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization:

L20000350036

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord's Name):

Landlord: Cochaca I, Inc.

The Summit Office Building

Units 203, 204, 205, 206

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Miramar Beach, FL 32550

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-11

INFORMATION AND COLLATERAL LOCATIONS OF

SOFTWORLD, LLC

I. Name of Grantor: Softworld, LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization:

22030069020

V. Federal Identification Number: ▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord's Name):

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-12

INFORMATION AND COLLATERAL LOCATIONS OF

PEDIATRIC THERAPEUTIC SERVICES LLC

I. Name of Grantor: Pediatric Therapeutic Services LLC

II. State of Incorporation or Organization: Delaware

III. Type of Entity: Limited Liability Company

IV. Organizational Number assigned by State of Incorporation or Organization:

6759929

V. Federal Identification Number:

▇▇-▇▇▇▇▇▇▇

VI. Chief Executive Office and Mailing Address:

▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Troy, MI 48084

Attention: Treasurer

VII. Locations of Collateral:

(a) Properties Owned by the Grantor:

None

(b) Properties Leased by the Grantor (Include Landlord's Name):

Landlord: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 19428

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None

A-13

51181705.2

EXHIBIT B

(See Sections 3.5 and 4.2 of Security Agreement)

DEPOSIT ACCOUNTS


Name of Grantor	Name of Institution	Account Number
▇▇▇▇▇ Properties, LLC	JPMorgan Chase Bank	152263
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	267156625
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	267156989
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	267157227
▇▇▇▇▇ Services, Inc.	Bank of America	3750677492
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	14870
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	267156096
▇▇▇▇▇ Services, Inc.	Bank of America	3359869594
▇▇▇▇▇ Services, Inc.	Banco Popular	030477204
▇▇▇▇▇ Services, Inc.	Banco Popular	030476968
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	267157581
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	1018456
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	1054725
▇▇▇▇▇ Services, Inc.	US Bank, N.A.	199380248872
▇▇▇▇▇ Services, Inc.	US Bank, N.A.	199380248880
▇▇▇▇▇ Services, Inc.	US Bank, N.A.	130118020572
▇▇▇▇▇ Services, Inc.	MUFG	4910006725
▇▇▇▇▇ Services, Inc.	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Services, Inc.	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Services, Inc.	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	381816310
▇▇▇▇▇ Services, Inc.	JPMorgan Chase Bank	381816583
▇▇▇▇▇ Outsourcing and Consulting Group Australia, Ltd.	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Outsourcing and Consulting Group Australia, Ltd.	ANZ	012055-835833879
▇▇▇▇▇ Outsourcing and Consulting Group Australia, Ltd.	ANZ	012055-835833887
▇▇▇▇▇ Services Global, LLC	Bank of America	8188894442
▇▇▇▇▇ Services Global, LLC	Bank of America	8765332690
▇▇▇▇▇ Services Global, LLC	MUFG	4910007322
▇▇▇▇▇ Services Global, LLC	US Bank	199380422824
▇▇▇▇▇ Services Global, LLC	US Bank	130120275883
▇▇▇▇▇ Services Global, LLC	JPMorgan Chase	712305718
▇▇▇▇▇ Services Global, LLC	JPMorgan Chase	267390893
▇▇▇▇▇ Services Global, LLC	JPMorgan Chase	267391008
▇▇▇▇▇ Services Global, LLC	JPMorgan Chase	267391180
▇▇▇▇▇ Services Global, LLC	JPMorgan Chase	381817557

B-1


▇▇▇▇▇ Services USA, LLC	Bank of America	8188894447
▇▇▇▇▇ Services USA, LLC	Bank of America	8765332695
▇▇▇▇▇ Services USA, LLC	MUFG	4910007330
▇▇▇▇▇ Services USA, LLC	US Bank	199380422832
▇▇▇▇▇ Services USA, LLC	US Bank	130120275966
▇▇▇▇▇ Services USA, LLC	JPMorgan Chase	712312292
▇▇▇▇▇ Services USA, LLC	JPMorgan Chase	267391859
▇▇▇▇▇ Services USA, LLC	JPMorgan Chase	267392022
▇▇▇▇▇ Services USA, LLC	JPMorgan Chase	267392139
▇▇▇▇▇ Services USA, LLC	JPMorgan Chase	381816955
Global Technology Associates LLC	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Global Technology Associates LLC	JPMorgan Chase	615582126
Global Technology Associates LLC	JPMorgan Chase	▇▇▇▇▇▇▇▇▇
Teachers On Call, Inc.	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Teachers On Call, Inc.	Bank of America	▇▇▇▇▇▇▇▇▇▇▇▇
Teachers On Call, Inc	Bank of America	435029120523
NextGen Global Resources LLC	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
NextGen Global Resources LLC	JPMorgan Chase	629917953
Softworld Inc.	JPMorgan Chase	818330588
Softworld Inc.	JPMorgan Chase	866757278
Softworld Inc.	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Softworld Inc.	Boston Private	4081952
Greenwood/▇▇▇▇▇ & Associates LLC	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Greenwood/▇▇▇▇▇ & Associates LLC	Bank of America	435046778851
Greenwood/▇▇▇▇▇ & Associates LLC	Bank of America	435048055537
Pediatric Therapeutic Services	Bank Mendes ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Pediatric Therapeutic Services	PNC Bank	8619700867

B-2

EXHIBIT C

(See Section 3.7 of Security Agreement)

LETTER-OF-CREDIT RIGHTS

None

CHATTEL PAPER

None

C-1

EXHIBIT D

(See Section 3.10 and 4.7 of Security Agreement)

INTELLECTUAL PROPERTY RIGHTS

See attached.

D-1


Mark	Country	File Date	Registration Date
▇▇▇▇▇	ARGENTINA	11/26/2009	9/24/2010
▇▇▇▇▇ TEMPORARY SERVICES	AUSTRALIA	6/9/1988	2/5/1992
KELLYCONNECT	AUSTRALIA	10/5/1999	3/3/2000
KER	AUSTRALIA	12/23/1998	6/4/1999
KSR	AUSTRALIA	3/26/1997	10/8/1997
PINPOINT	AUSTRALIA	1/18/1995	2/22/2000
PINPOINT	AUSTRALIA	8/15/1996	10/15/2001
▇▇▇▇▇ ENGINEERING RESOURCES	AUSTRALIA	12/23/1998	7/9/1999
KELLY GIRL	AUSTRALIA	3/7/1979	3/7/1979
▇▇▇▇▇ HEALTHCARE RESOURCES	AUSTRALIA	10/9/2000	8/3/2001
▇▇▇▇▇ MANAGEMENT SERVICES	AUSTRALIA	10/9/1996	1/4/1999
KELLY PROFESSIONAL SERVICES	AUSTRALIA	10/30/1991	3/13/1995
▇▇▇▇▇ RECRUITMENT CONSULTANTS	AUSTRALIA	1/11/1990	1/11/1993
▇▇▇▇▇ SCIENTIFIC RESOURCES	AUSTRALIA	10/9/1996	8/26/1997
▇▇▇▇▇ SERVICES	AUSTRALIA	3/24/1988	4/22/1992
KELLY	AUSTRALIA	7/12/2006	6/10/2008
▇▇▇▇▇ SCIENTIFIQUE	BENELUX	7/28/1998	8/1/1999
▇▇▇▇▇ TEMPORARY SERVICES	BENELUX	1/10/1990	7/1/1990
KELLY UITZENDBUREAU	BENELUX	12/21/1990	12/21/1990
KSR	BENELUX	3/18/1997	4/1/1998
KELLY GIRL	BENELUX	1/5/1966	5/12/1987
KELLY GIRL	BRAZIL	9/26/1973	3/10/1976
KELLY	BRAZIL	9/26/1973	3/10/1976
▇▇▇▇▇ LAW REGISTRY	CANADA	10/6/2000	6/3/2003
▇▇▇▇▇ MANAGEMENT SERVICES	CANADA	10/9/1996	11/1/1999
KELLY NOW	CANADA	12/10/2021
▇▇▇▇▇ RECRUITMENT CONSULTANTS	CANADA	12/15/1993	5/19/1995
▇▇▇▇▇ SCIENTIFIC RESOURCES	CANADA	10/9/1996	10/28/1999
▇▇▇▇▇ SCIENTIFIQUE	CANADA	8/7/1998	10/3/2001
▇▇▇▇▇ SERVICES	CANADA	10/31/1967	2/14/1969
▇▇▇▇▇ SERVICES & Design	CANADA	11/19/1998	2/15/2000
KELLYCONNECT	CANADA	5/14/1999	5/22/2002
KELLYSELECT	CANADA	12/15/1993	10/20/1995
KELTRONICS	CANADA	3/21/1995	2/20/1997
KES	CANADA	8/6/2002	9/3/2003
KSR	CANADA	3/19/1997	8/27/1999
ON DECK	CANADA	10/24/2008	10/28/2010
PARTNERED STAFFING	CANADA	12/23/1991	5/28/1993
PINPOINT	CANADA	8/8/1996	12/15/1997
▇▇▇▇▇	CANADA	12/7/1988	5/11/1990
KELLY CAREER NETWORK	CANADA	9/26/2002	12/8/2003
▇▇▇▇▇ EDUCATIONAL STAFFING	CANADA	8/6/2002	9/7/2005
▇▇▇▇▇ ENGINEERING RESOURCES	CANADA	6/15/2004	1/9/2014
▇▇▇▇▇ FINANCIAL RESOURCES	CANADA	10/6/2000	6/3/2003
KELLY GIRL	CANADA	12/19/1963	3/12/1965

D-2


▇▇▇▇▇ HEALTHCARE RESOURCES	CANADA	10/6/2000	3/20/2003
▇▇▇▇▇ IT RESOURCES	CANADA	9/5/2001	10/3/2003
KCN	CANADA	9/26/2002	12/9/2003
KELLY GIRL	CHILE	10/6/1983	11/14/1983
▇▇▇▇▇ SERVICES	CHILE	10/6/1983	11/14/1983
KELLY (In Chinese)	CHINA	2/15/1990	1/30/1991
KELLY (In Chinese)	CHINA	4/2/2015	8/14/2017
PINPOINT	CHINA	6/19/2003	2/28/2005
BTI	CHINA	9/17/2002	5/21/2004
▇▇▇▇▇ SERVICES	COLOMBIA	12/19/1986	12/22/1989
KELLY GIRL	COLOMBIA	12/19/1986	12/22/1989
KSR	DENMARK	3/19/1997	4/11/1997
KELLY	ECUADOR	4/24/1990	12/20/1990
▇▇▇▇▇ SERVICES & Design	EUROPEAN UNION (EUTM & RCD)	5/22/2002	9/23/2003
KELLYCONNECT	EUROPEAN UNION (EUTM & RCD)	10/4/1999	10/11/2000
KELLYOCG	EUROPEAN UNION (EUTM & RCD)	8/4/2022	12/17/2022
PINPOINT	EUROPEAN UNION (EUTM & RCD)	2/13/2004	4/27/2005
▇▇▇▇▇ ▇▇▇▇▇▇	EUROPEAN UNION (EUTM & RCD)	9/4/2008	4/29/2009
TONERGRAHAM	EUROPEAN UNION (EUTM & RCD)	9/4/2008	6/9/2009
KELLY (Stylized)	EUROPEAN UNION (EUTM & RCD)	8/11/2010	12/6/2010
▇▇▇▇▇ ENGINEERING RESOURCES	EUROPEAN UNION (EUTM & RCD)	3/12/2007	1/14/2008
▇▇▇▇▇ FINANCIAL RESOURCES	EUROPEAN UNION (EUTM & RCD)	10/9/2000	10/29/2001
▇▇▇▇▇ HEALTHCARE RESOURCES	EUROPEAN UNION (EUTM & RCD)	10/9/2000	10/9/2001
▇▇▇▇▇ ▇▇ CONSULTING	EUROPEAN UNION (EUTM & RCD)	3/12/2007	1/14/2008
▇▇▇▇▇ MANAGEMENT SERVICES	EUROPEAN UNION (EUTM & RCD)	3/12/2007	3/4/2008
▇▇▇▇▇ SCIENTIFIC RESOURCES	EUROPEAN UNION (EUTM & RCD)	9/15/2005	8/1/2006
▇▇▇▇▇ SERVICES	EUROPEAN UNION (EUTM & RCD)	7/2/1998	11/10/1999
▇▇▇▇▇	EUROPEAN UNION (EUTM & RCD)	7/2/1998	11/11/1999
▇▇▇▇▇ SCIENTIFIQUE	FRANCE	7/29/1998	7/28/1999
KSR	FRANCE	4/10/1997	9/19/1997
KELLY GIRL	FRANCE	8/2/1965	8/2/1965
KELLY (In Chinese)	HONG KONG	8/21/1992	6/20/1994
▇▇▇▇▇	HUNGARY	12/20/1988	7/27/1989
BTI	INDIA	10/15/2003	2/13/2007
KELLY	INDIA	5/22/2003	12/28/2005
▇▇▇▇▇ IT RESOURCES	INDIA	2/1/2005	1/6/2009
BTI	INDIA	9/13/2002	10/11/2006
BUSINESS TRENDS PERSONNEL CONSULTING GROUP & Design	INDONESIA	9/26/1995	9/26/1995
▇▇▇▇▇	INDONESIA	9/12/2002	10/16/2003
BTI	INDONESIA	8/6/2002	8/27/2003
KSR	IRELAND	3/19/1997	6/10/1999
▇▇▇▇▇	▇▇▇▇▇▇	12/14/1988	12/14/1988
▇▇▇▇▇ MANAGEMENT SERVICES	ITALY	10/9/1996	12/21/1998
KELLY	JAPAN	6/21/2004	3/19/2009
▇▇▇▇▇ SCIENTIFIC RESOURCES	JAPAN	9/30/2005	3/31/2006
▇▇▇▇▇ SERVICES	JAPAN	6/21/2004	3/19/2009


PINPOINT	JAPAN	6/18/2003	2/20/2004
BTI	JAPAN	8/11/2003	7/16/2004
▇▇▇▇▇	KOSOVO	12/14/1988	12/28/1989
▇▇▇▇▇	MALAYSIA	10/11/2001	8/4/2004
PINPOINT	MALAYSIA	2/28/2003	8/8/2006
WORKFORCE AGILITY BAROMETER	MALAYSIA	12/30/2016	11/12/2018
WORKFORCE AGILITY BAROMETER	MALAYSIA	12/30/2016	11/7/2018
BTI	MALAYSIA	8/19/2002	1/11/2010
▇▇▇▇▇	MEXICO	8/25/1986	6/23/1987

D-3


▇▇▇▇▇	MEXICO	2/12/1991	1/22/1993
KELLY DE MEXICO	MEXICO	12/19/1990	2/10/1992
KELLY GIRL	MEXICO	9/6/1989	2/8/1990
▇▇▇▇▇ SCIENTIFIC RESOURCES	MEXICO	10/9/1996	1/20/2000
▇▇▇▇▇ SERVICES	MEXICO	12/19/1990	1/14/1992
KELLY TEMPORARY SERVICES	MEXICO	12/19/1990	1/15/1992
QSM & Design	MEXICO	6/9/2014	6/9/2015
ABSOLUTAMENTE CERO & Design	MEXICO	6/9/2014	6/22/2015
▇▇▇▇▇	▇▇▇▇▇▇▇▇▇▇	12/14/1988	12/28/1989
KELLYCONNECT	NEW ZEALAND	9/30/1999	4/13/2000
KER	NEW ZEALAND	1/5/1999	9/7/2000
KSR	NEW ZEALAND	3/20/1997	10/14/1998
PINPOINT	NEW ZEALAND	8/9/1996	6/21/2001
▇▇▇▇▇ FINANCIAL RESOURCES	NEW ZEALAND	9/10/2000	4/12/2001
KELLY GIRL	NEW ZEALAND	5/2/1988	5/28/1990
KELLY IT RESOURCES	NEW ZEALAND	9/6/2001	3/7/2002
▇▇▇▇▇ MANAGEMENT SERVICES	NEW ZEALAND	10/9/1996	7/17/1998
▇▇▇▇▇ RECRUITMENT CONSULTANTS	NEW ZEALAND	5/27/1993	3/17/1997
▇▇▇▇▇ SCIENTIFIC RESOURCES	NEW ZEALAND	10/9/1996	7/17/1998
▇▇▇▇▇ SERVICES	NEW ZEALAND	5/2/1988	5/26/1995
KELLY TEMPORARY SERVICES	NEW ZEALAND	12/20/1988	2/24/1995
▇▇▇▇▇ ENGINEERING RESOURCES	NEW ZEALAND	1/5/1999	4/5/2001
▇▇▇▇▇ FINANCIAL RESOURCES	NORWAY	11/7/2003	9/14/2004
▇▇▇▇▇ MANAGEMENT SERVICES	NORWAY	10/9/1996	7/24/1997
▇▇▇▇▇ SCIENTIFIC RESOURCES	NORWAY	10/9/1996	8/14/1997
▇▇▇▇▇ SERVICES & Design	NORWAY	3/13/1991	10/14/1993
KELLYCONNECT	NORWAY	9/28/1999	5/31/2000
KSR	NORWAY	3/19/1997	11/20/1997
KELLY	NORWAY	12/12/1988	7/13/1991
▇▇▇▇▇	▇▇▇▇	4/4/2006	7/10/2007
BTI	OMAN	4/4/2006	8/13/2007
▇▇▇▇▇	PARAGUAY	2/25/1989	8/5/1989
▇▇▇▇▇	PERU	5/25/1994	8/23/1994
▇▇▇▇▇	PHILIPPINES	4/28/2022
BUSINESS TRENDS & Design	PHILIPPINES	7/7/1999	12/19/2005
KELLY	SERBIA	12/14/1988	12/28/1989
BUSINESS TRENDS PERSONNEL CONSULTING GROUP & Design	SINGAPORE	9/1/1995	9/1/1995

D-4


▇▇▇▇▇	SINGAPORE	8/30/1991	8/30/1991
WORKFORCE AGILITY BAROMETER	SINGAPORE	3/31/2017	1/18/2018
BTI	SINGAPORE	8/6/2002	6/9/2003
▇▇▇▇▇	SOUTH KOREA	12/14/1988	10/12/1990
▇▇▇▇▇ (Stylized)	SOUTH KOREA	10/6/2010	12/28/2011
PINPOINT	SOUTH KOREA	6/18/2003	7/20/2004
BTI	SOUTH KOREA	8/6/2002	1/9/2004
KMS	SWITZERLAND	4/9/1997	9/19/1997
KSR	SWITZERLAND	3/19/1997
PINPOINT	SWITZERLAND	1/13/1995	7/10/1996
PINPOINT	SWITZERLAND	8/7/1996	4/7/1997
KELLY GIRL	SWITZERLAND	2/20/1995	5/15/1996
▇▇▇▇▇ INTERIM	SWITZERLAND	9/20/1994	3/26/1996
▇▇▇▇▇ MANAGEMENT SERVICES	SWITZERLAND	10/9/1996	7/16/1997
▇▇▇▇▇ SCIENTIFIC RESOURCES	SWITZERLAND	10/10/1996	6/25/1997
KELLY SCIENTIFIQUE	SWITZERLAND	7/28/1998	11/23/1998
▇▇▇▇▇ SERVICES	SWITZERLAND	2/20/1995	5/15/1996
▇▇▇▇▇ SERVICES & Design	SWITZERLAND	2/20/1995	8/2/1996
KELLYCONNECT	SWITZERLAND	9/29/1999	3/29/2000
▇▇▇▇▇	SWITZERLAND	2/20/1995	5/15/1996
KELLY	TAIWAN	12/19/1988	9/16/1989
KELLY (In Chinese)	TAIWAN	3/31/1989	11/1/1989
PINPOINT	TAIWAN	6/20/2003	2/1/2004
BTI	TAIWAN	8/15/2002	10/16/2003
▇▇▇▇▇	THAILAND	8/20/2002	3/26/2003
▇▇▇▇▇	TURKEY	1/25/2006	11/30/2006
KELLY	UNITED ARAB EMR	9/13/2005	9/11/2011
▇▇▇▇▇ MANAGEMENT SERVICES	UNITED KINGDOM	10/9/1996	8/7/1998
▇▇▇▇▇ MANAGEMENT SERVICES	UNITED KINGDOM	3/12/2007	3/4/2008
▇▇▇▇▇ SERVICES	UNITED KINGDOM	7/2/1998	11/10/1999
▇▇▇▇▇ SERVICES & Design	UNITED KINGDOM	5/22/2002	9/23/2003
▇▇▇▇▇ TEMPORARY SERVICES	UNITED KINGDOM	10/28/1991	2/11/1994
KELLYCONNECT	UNITED KINGDOM	10/4/1999	10/11/2000
KELLYOCG	UNITED KINGDOM	8/3/2022	10/28/2022
KSR	UNITED KINGDOM	3/19/1997	10/10/1997
PARTNERED STAFFING	UNITED KINGDOM	1/2/1992	8/26/1994
PINPOINT	UNITED KINGDOM	2/13/2004	4/27/2005
TONER ▇▇▇▇▇▇	UNITED KINGDOM	9/4/2008	4/29/2009
TONERGRAHAM	UNITED KINGDOM	9/4/2008	6/9/2009
KELLY	UNITED KINGDOM	7/2/1998	11/11/1999
KELLY (Stylized)	UNITED KINGDOM	8/11/2010	12/6/2010
KELLY (Stylized)	UNITED KINGDOM	9/21/1990	7/17/1992
▇▇▇▇▇ ENGINEERING RESOURCES	UNITED KINGDOM	3/12/2007	1/14/2008
▇▇▇▇▇ FINANCIAL RESOURCES	UNITED KINGDOM	10/9/2000	10/29/2001
KELLY GIRL	UNITED KINGDOM	10/1/1986	3/10/1989
▇▇▇▇▇ HEALTHCARE RESOURCES	UNITED KINGDOM	10/9/2000	10/9/2001
▇▇▇▇▇ ▇▇ CONSULTING	UNITED KINGDOM	3/12/2007	1/14/2008

D-5


INSTAFLEX	UNITED KINGDOM	8/13/2014	11/14/2014
▇▇▇▇▇ SCIENTIFIC RESOURCES	UNITED KINGDOM	9/15/2005	8/1/2006
▇▇▇▇▇ EDUCATION	UNITED STATES	9/6/2019	6/1/2021
KELLY ENGINEERING	UNITED STATES	7/17/1998	6/26/2001
KELLY GIRL	UNITED STATES	11/8/1960	8/21/1962
KELLY NOW	UNITED STATES	7/16/2021	3/21/2023
▇▇▇▇▇ SCIENTIFIC RESOURCES	UNITED STATES	4/9/1996	8/26/1997
▇▇▇▇▇ SERVICES	UNITED STATES	4/9/1996	9/2/1997
▇▇▇▇▇ SERVICES	UNITED STATES	5/16/1966	9/5/1967
▇▇▇▇▇ SERVICES & Design	UNITED STATES	5/16/1966	9/5/1967
KELLYCONNECT	UNITED STATES	4/5/1999	2/29/2000
KELLYOCG	UNITED STATES	2/11/2009	6/1/2010
KELLYOCG PRIME	UNITED STATES	11/8/2017	4/17/2018
KELLYSELECT	UNITED STATES	6/17/1993	3/1/1994
KELTRONICS	UNITED STATES	10/28/1994	10/24/1995
KES	UNITED STATES	8/19/2003	8/17/2004
NEXTGEN	UNITED STATES	10/18/2019	6/2/2020
NG NEXTGEN	UNITED STATES	10/18/2019	6/2/2020
ON DECK	UNITED STATES	10/7/2008	3/2/2010
DESIGN (Rocket)	UNITED STATES	2/23/2022
PEOPLE. POWER. BUSINESS.	UNITED STATES	2/23/2022
PEOPLE. POWER. BUSINESS.	UNITED STATES	2/23/2022
PEOPLE. POWER. BUSINESS.	UNITED STATES	2/23/2022
PINPOINT	UNITED STATES	4/9/1996	2/4/1997
PINPOINT	UNITED STATES	9/14/1994	6/4/1996
PINPOINT & Design	UNITED STATES	1/27/2003	8/10/2004
PINPOINT SELECTION SYSTEM	UNITED STATES	8/5/2002	2/24/2004
DESIGN (Rocket)	UNITED STATES	2/23/2022
SUBSTITUTES ANY TIME	UNITED STATES	1/20/2017	8/28/2018
TEACHERS ON CALL	UNITED STATES	5/13/2019	2/4/2020
TEACHERS ON CALL (Stylized) & Design (Blackboard)	UNITED STATES	5/22/2014	7/28/2015
DESIGN (Rocket)	UNITED STATES	2/23/2022
GREENWOOD/▇▇▇▇▇ & ASSOCIATES, LLC	UNITED STATES	7/12/2021	8/2/2022
INSTAFLEX	UNITED STATES	7/29/2014	12/6/2016
▇▇▇▇▇	UNITED STATES	4/9/1996	9/2/1997
KELLY	UNITED STATES	11/14/1985	6/17/1986
KELLY (Stylized)	UNITED STATES	8/17/1989	4/10/1990
ROCKETPOWER	UNITED STATES	12/23/2021
FRAMEWORK DEVELOPMENT CENTERS	UNITED STATES	10/10/2019	7/6/2021
QVR	UNITED STATES	11/21/2019	3/9/2021
FULL SCOPE GOVERNMENT SOLUTIONS	UNITED STATES	9/19/2019	10/20/2020
PELTA CYBER SECURITY	UNITED STATES	11/1/2018	7/21/2020
VITA DATA SCIENCES	UNITED STATES	4/20/2016	3/6/2018
VDS TAG	UNITED STATES	1/2/2018	7/9/2019
KELLY	URUGUAY	3/15/1989	12/6/1991
▇▇▇▇▇ SERVICES	VENEZUELA	1/1/1966	1/26/1970

D-6


▇▇▇▇▇	VIETNAM	12/13/2007	5/21/2009
BTI	VIETNAM	3/26/2008	9/29/2010

D-7

▇▇▇.▇▇▇-▇▇▇.▇▇▇

▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇

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D-8

EXHIBIT E

(See Section 3.11 of Security Agreement)

FIXTURES

[To be completed and delivered only upon request of the Agent.]

E-1

EXHIBIT F

(See Section 3.13 and 4.6 of Security Agreement and Definition of “Pledged Collateral”)

LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY

DOMESTIC SUBSIDIARIES

STOCKS

Issuer

Certificate Number(s)

Number of Shares

Class of Stock

Percentage of Outstanding Shares

▇▇▇▇▇ Services, Inc.

▇▇▇▇▇ Properties, LLC

N/A

100 Units

N/A

100%

▇▇▇▇▇ Services, Inc.

▇▇▇▇▇ Outsourcing and Consulting Group Australia, Ltd

100

N/A

100%

▇▇▇▇▇ Services, Inc.

▇▇▇▇▇ Services Global, LLC

100

N/A

100%

▇▇▇▇▇ Services, Inc.

▇▇▇▇▇ Services USA, LLC

100

N/A

100%

▇▇▇▇▇ Services, Inc.

NextGen Global Resources, LLC

100

N/A

100%

▇▇▇▇▇ Services, Inc.

Global Technology Associates, LLC

100

N/A

100%

▇▇▇▇▇ Services USA, LLC

Teachers on Call, Inc

2 class A

2 class B

750,000

250,000

N/A

100%

▇▇▇▇▇ Services USA, LLC

Pediatric Therapeutic Services LLC

400

N/A

100%

▇▇▇▇▇ Services USA, LLC

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, LLC

100

N/A

100%

▇▇▇▇▇ Services, Inc.

Softworld, LLC

1,000

N/A

100%

FOREIGN SUBSIDIARIES

STOCKS

Name of Grantor

Issuer

*Certificate Number(s)

*Number of Shares

Percentage of Voting Stock Pledged

Class of Stock

Percentage of Outstanding Shares

▇▇▇▇▇ Services, Inc.

▇▇▇▇▇ Services (Canada), Ltd.

100

65%

N/A

100%

▇▇▇▇▇ Services, Inc.

▇▇▇▇▇ Services Mexico, S.A. de C.V.

65%

99%

F-1


▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ Services Mexico, S.A. de C.V.	1		65%	B	99%
▇▇▇▇▇ Properties, LLC	▇▇▇▇▇ Services Mexico, S.A. de C.V.	2		65%	A	1%
▇▇▇▇▇ Properties, LLC	▇▇▇▇▇ Services Mexico, S.A. de C.V.	2		65%	B	1%
▇▇▇▇▇ Properties, LLC	Opciones de Servicio en Mexico S.A. de C.V.	2		65%	N/A	1%
▇▇▇▇▇ Properties, LLC	QSM S.A. de C.V.	2		65%	N/A	1%
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ Services Outsourcing and Consulting Group SA/NV	1		65%	N/A	1%
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ Managed Services (Nederland), B.V	No Certificate	1,800	65%	N/A	100%
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ Outsourcing and Consulting Group (Germany) GmbH	1	57,000	65%	N/A	100%
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ OCG France SAS	No Certificate	1,000	65%	N/A	100%
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ OCG Sweden AB	No Certificate	25,000	65%	N/A	100%
▇▇▇▇▇ Services,	▇▇▇▇▇ OCG Hungary Kft	No Certificate	1	65%	N/A	100%
▇▇▇▇▇ Services, Inc	KC South Africa	1	100	65%	N/A	100%

* None of the certificated Foreign Subsidiaries are Material Foreign Subsidiaries. Information regarding number of shares not available for some Foreign Subsidiaries without translation.

F-2



Name of Grantor	Issuer	*Certificate Number(s)	*Number of Shares	Percentage of Voting Stock Pledged	Class of Stock	Percentage of Outstanding Shares
▇▇▇▇▇ Services, Inc.	KellyOCG Singapore Pte Ltd	1	3,000,001	65%	N/A	100%
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ Outsourcing and Consulting Group India Pte Ltd	1 649,999 3 2,150,000 4 2,000,000 5 1,499,850 7 10,320,000	16,620,000	65%	N/A	99%
▇▇▇▇▇ Properties	▇▇▇▇▇ Outsourcing and Consulting Group India Pte Ltd	2 1 6 150	16,620,000	1%	N/A	1%
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ OCG UK Ltd	1	1	65%	N/A	100%

*OTHER SECURITIES OR OTHER INVESTMENT PROPERTY

(CERTIFICATED AND UNCERTIFICATED)


Name of Grantor	Issuer	Description of Investment	Percentage Ownership Interest/Principal Balance
▇▇▇▇▇ Services, Inc.	Detroit Investment Fund, L.P.	Investment in a private equity fund. Current book value is $818,971.40	1.95%
▇▇▇▇▇ Services, Inc.	PersolKelly Pte. Ltd.	Current book value $6,424,694.68	2.5%
▇▇▇▇▇ Properties, LLC	Icon Savings Corporation	Investment in Icon Savings Corporation. Current book value is $250,000	1.323%
▇▇▇▇▇ Services, Inc.	Red Rover Technologies	Investment in Red Rover Technologies . Current book value is $385,000	2.0%

Note: Book values and ownership percentages are as of March 31, 2024.

* Other than as may be Excluded Collateral pursuant to Section 2.2(ix).

F-3

NOTES OR OTHER INSTRUMENTS PAYABLE TO THE COMPANY


Name of Grantor/▇▇▇▇▇▇	▇▇▇▇▇▇▇▇	Description of Note	Principal Amount
▇▇▇▇▇ Services, Inc.	▇▇▇▇▇ Receivables Funding, LLC	Inter-company Loan	$646,985,142.73

Note: Notes receivable balances are as of March 31, 2024.

F-4

F-5


EXHIBIT G
(See Section 3.1 and 3.10 of Security Agreement)

OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN FILED
▇▇▇▇▇ Services, Inc.			Delaware Secretary of State
▇▇▇▇▇ Properties, LLC			Delaware Secretary of State
▇▇▇▇▇ Outsourcing and Consulting Group Australia, Ltd.			Delaware Secretary of State
▇▇▇▇▇ Services USA, LLC			Michigan Secretary of State
▇▇▇▇▇ Services Global, LLC			Michigan Secretary of State
Teachers on Call, Inc			Minnesota Secretary of State
NextGen Global Resources, LLC			Delaware Secretary of State
Global Technology Associates, LLC			Virginia State Corporation Commission
Softworld, LLC			Delaware Secretary of State
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates LLC			Florida Secretary of State
Pediatric Therapeutic Services LLC			Delaware Secretary of State

G-1

EXHIBIT H

(See Definition of “Commercial Tort Claim” and Section 4.4 of Security Agreement)

COMMERCIAL TORT CLAIMS

None

4889-7608-0576 v4 [7-3168]

H-1

AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

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