Preliminary Proxy Statement – M&A (Form PREM14A)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant  ☐

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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

 

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Cross Country Healthcare, Inc. Stockholder:

On December 3, 2024, Cross Country Healthcare, Inc. ("Cross Country"), Aya Holdings II Inc. ("Parent"), Spark Merger Sub One Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of Section 11.14 thereto, Aya Healthcare, Inc. ("Aya") entered into an Agreement and Plan of Merger that provides for the acquisition of Cross Country by Aya (such agreement, as it may be amended from time to time, the "merger agreement"). Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Cross Country (the "merger"), with Cross Country surviving the merger as a wholly-owned indirect subsidiary of Aya (the "surviving corporation"). The board of directors of Cross Country has unanimously approved the merger agreement and the merger.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, you will be entitled to receive, for each share of common stock of Cross Country, par value $0.0001 per share (the "Cross Country common stock") that you own immediately prior to the effective time of the merger, $18.61 in cash without interest (the "merger consideration"), unless you have properly exercised your appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the "DGCL"), as more fully described in the accompanying proxy statement. The merger consideration represents an approximately 67% premium to the closing price of the Cross Country common stock on December 3, 2024, the last trading day prior to the announcement of the merger, and an approximately 68% premium to the volume-weighted average trading price for the 30-day trading period ended December 3, 2024.

The Cross Country board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders.

At the special meeting of Cross Country stockholders described in the accompanying proxy statement (the "special meeting"), you will be asked to approve the merger agreement proposal and to vote on other merger-related matters. The Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) "FOR" the merger agreement proposal and (2) "FOR" each of the other proposals described in the accompanying proxy statement.

Your vote is very important regardless of the number of shares of Cross Country common stock that you own. Aya and Cross Country cannot complete the merger without the approval of the merger agreement proposal by Cross Country stockholders holding at least a majority of the voting power of the shares of Cross Country common stock outstanding at the close of business on [ ], 2025, the record date for the special meeting. The failure of any Cross Country stockholder to vote will have the same effect as a vote "AGAINST" the approval of the merger agreement proposal. Whether or not you plan to participate in the special meeting, Cross Country urges you to submit a proxy in advance of the special meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. If you do not provide your bank, broker or other nominee with any voting instructions, your shares of Cross Country common stock will not be counted for purposes of a quorum and will not be voted at the special meeting, which will have the same effect as a vote "AGAINST" the merger agreement proposal. As a result, you must provide voting instructions by filling out the voting instruction card in order for your shares to be voted. More information about Aya, Parent, Cross Country,

the special meeting, the merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement. Please carefully read the entire proxy statement and the annexes and documents included in, or incorporated by reference into, the proxy statement.

On behalf of the Cross Country board of directors, thank you for your continued support.

Sincerely,

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated January 6, 2025 and is first being mailed to Cross Country stockholders on or about [ ], 2025.

 

6551 Park of Commerce Blvd.,

Boca Raton, FL 33487

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [ ], 2025

Dear Cross Country Healthcare, Inc. Stockholder:

This is a notice that the special meeting of stockholders of Cross Country Healthcare, Inc. ("Cross Country") will be held on [  ], 2025, beginning at [ : ], EasteTime (such meeting, including any adjournments or postponements thereof, the "special meeting"). The special meeting will be a completely virtual, live audio webcast meeting of stockholders and will be held for the following purposes:

The proxy statement of which this notice is a part (a) incorporates important business and financial information about Cross Country, Aya, Parent and Merger Sub from other documents that Cross Country has filed with the U.S. Securities and Exchange Commission (the "SEC") and that are contained in or incorporated by reference into this proxy statement and (b) provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting, including the proposals listed above. Please refer to the accompanying proxy statement, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. You are encouraged to read the entire proxy statement carefully before voting. The Cross Country board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders.

The Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) "FOR" the merger agreement proposal, (2) "FOR" the merger-related compensation proposal and (3) "FOR" the adjournment proposal.

The Cross Country board of directors has fixed the close of business on [ ], 2025 as the record date for determination of Cross Country stockholders entitled to receive notice of, and to vote at, the special meeting or any

adjournments or postponements thereof (the "record date"). Only holders of record of shares of common stock of Cross Country, par value $0.0001 per share (the "Cross Country common stock") as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting.

Under Delaware law, holders of Cross Country common stock who do not vote in favor of the merger agreement proposal will have the right to seek appraisal and obtain payment in cash for the fair value of their shares of Cross Country common stock, as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they strictly comply with the procedures prescribed by Delaware law. These procedures are summarized in "Appraisal Rights of Cross Country Stockholders" beginning on page 80 of the accompanying proxy statement. In addition, the text of the applicable provisions of Delaware law is attached as Annex C to the accompanying proxy statement.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

The merger cannot be completed unless the merger agreement proposal is approved by the affirmative vote, virtually or by proxy, of holders of at least a majority of the voting power of Cross Country common stock outstanding and entitled to vote thereon.

If you fail to (1) retuyour proxy card, (2) grant your proxy electronically over the internet or by telephone or (3) attend the special meeting in person (virtually), your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If a quorum is present and you fail to take one of the three foregoing steps, your shares will have the same effect as if they were voted "AGAINST" the proposal to adopt the merger agreement, but will have no effect on the other proposals.

Whether or not you expect to participate in the special meeting, Cross Country urges you to submit a proxy to have your shares voted "FOR" the proposal to adopt the merger agreement as promptly as possible either: (1) via the internet at www.proxyvote.com (see the enclosed proxy card for instructions); (2) by telephone (see the enclosed proxy card for instructions); or (3) by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting. If your shares are held in "street name" by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Any stockholder of record participating in the special meeting may vote even if such stockholder has returned a proxy card. However, if your shares are held in "street name" you must obtain a "legal proxy" from the bank, brokerage firm or other nominee to vote at the special meeting.

Cross Country stockholders of record as of [  ], 2025 will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/CCRN2025SM and entering the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials.

If you have any questions about the special meeting, the merger, the proposals or the accompanying proxy statement, would like additional copies of this proxy statement, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of Cross Country common stock, you should contact:

Attention: General Counsel

6551 Park of Commerce Blvd.,

Boca Raton, FL 33487

(561) 998-2232

 

or

 

Sodali & Co

430 Park Avenue, 14^th Floor

New York, NY 10022

Call Toll Free: 1-800-662-5200

By order of the Cross Country board of directors,

 

Executive Vice President, Chief Administrative Officer,

General Counsel and Secretary

Dated: January 6, 2025

TABLE OF CONTENTS

SUMMARY

The following summary highlights selected information described in more detail elsewhere in this proxy statement and the documents incorporated by reference into this proxy statement and may not contain all the information that may be important to you. To understand the merger and the matters being voted on by Cross Country stockholders at the special meeting more fully, and to obtain a more complete description of the legal terms of the merger agreement, you should carefully read this entire proxy statement, including the annexes, and the documents to which we refer you. The merger agreement (as defined below) is attached as Annex A to this proxy statement. You are encouraged to read the merger agreement, which is the principal legal document that governs the merger. Each item in this summary includes a page reference directing you to a more complete description of that topic. See the section titled "Where You Can Find More Information."

All references to "Cross Country," "we," "us" or "our" in this proxy statement refer to Cross Country Healthcare, Inc., a Delaware corporation, including, in some cases, its subsidiaries; all references to "Aya" refer to Aya Healthcare, Inc., a Delaware corporation, and its subsidiaries; all references to "Parent" refer to Aya Holdings II Inc., a Delaware corporation and a wholly-owned subsidiary of Aya; all references to "Merger Sub" refer to Spark Merger Sub One Inc., a Delaware corporation and a wholly-owned subsidiary of Parent incorporated for the sole purpose of consummating the merger; all references to "Cross Country common stock" refer to the shares of common stock of Cross Country, par value $0.0001 per share; all references to the "Cross Country board of directors" refer to the board of directors of Cross Country; all references to the "special meeting" refer to the special meeting of Cross Country stockholders described in this proxy statement; all references to the "merger" refer to the merger of Merger Sub with and into Cross Country with Cross Country surviving as a wholly-owned indirect subsidiary of Aya; and, unless otherwise indicated or as the context requires, all references to the "merger agreement" refer to the Agreement and Plan of Merger, dated as of December 3, 2024, as may be amended from time to time, among Cross Country, Aya, Parent and Merger Sub. Cross Country, following the completion of the merger, is sometimes referred to in this proxy statement as the "surviving corporation." Unless indicated otherwise, any other capitalized term used in this proxy statement but not otherwise defined in this proxy statement has the meaning assigned to such term in the merger agreement.

THE COMPANIES

Cross Country Healthcare, Inc. is a market-leading, tech-enabled workforce solutions and advisory firm with 38 years of industry experience and insight. Cross Country helps clients tackle complex labor-related challenges and achieve high-quality outcomes, while reducing complexity and improving visibility through data-driven insights. Diversity, equality, and inclusion is at the heart of the organization's overall corporate social responsibility program, and closely aligned with Cross Country's core values to create a better future for our people, communities, and our stockholders. Additional information about Cross Country, can be accessed online at ir.crosscountry.com.

Aya Healthcare, Inc., a Delaware corporation, is the largest healthcare talent software and staffing company in the United States. Aya operates the world's largest digital staffing platform delivering every component of healthcare-focused labor services, including travel nursing and allied health, per diem, permanent staff hiring, interim leadership, locum tenens and non-clinical professionals. Aya's AI-enabled software solutions, which include vendor management, float pool technology, provider solutions and predictive analytics, combined with its digital talent marketplaces, provide hospital systems greater efficiencies, superior operating results and reduced labor costs. While technology drives efficiency and scale, Aya's 4,500+ global employees power the company to deliver unparalleled accountability and exceptional experiences for clients and clinicians. Aya's company culture is rooted in giving back and supports organizations around food security, education, healthcare, safe shelter and equity. Additional information about Aya Healthcare can be accessed online at www.ayahealthcare.com.

Aya Holdings II Inc., a Delaware corporation, is a wholly-owned subsidiary of Aya. Parent was incorporated by Aya solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Parent are located at c/o Aya Healthcare, Inc., 5930 Cornerstone Court West, Suite 300, San Diego, and Parent's telephone number is 1-866-687-7390.

Spark Merger Sub One Inc., a Delaware corporation, is a wholly-owned direct subsidiary of Parent and a wholly-owned indirect subsidiary of Aya. Merger Sub was incorporated by Parent solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Merger Sub are located at c/o Aya Healthcare, Inc., 5930 Cornerstone Court West, Suite 300, San Diego, and Merger Sub's telephone number is 1-866-687-7390.

THE MERGER AND MERGER AGREEMENT

A copy of the merger agreement is attached as Annex A to this proxy statement. Cross Country encourages you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see the section titled "The Merger Agreement" beginning on page 58 of this proxy statement.

Effects of the Merger (see page 31)

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), at the effective time of the merger, Merger Sub will merge with and into Cross Country, with Cross Country surviving as a wholly-owned indirect subsidiary of Aya.

The merger will become effective at such time when the certificate of merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (or at such later time as may be specified in the certificate of merger) (the "effective time").

If the merger is completed, Cross Country will cease to be a publicly traded company and will be deregistered under the Exchange Act (defined below). You will not own any shares of capital stock of the surviving corporation and the shares of Cross Country common stock held by you at the time of the merger will be treated as described below.

Merger Consideration (see page 59)

At the effective time, each share of Cross Country common stock (including certain company equity awards, as described in more detail below, but excluding (i) Cross Country common stock held by Cross Country as treasury stock or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the effective time and (ii) Cross Country common stock with respect to which appraisal rights are properly demanded and not withdrawn or lost under Section 262 of the DGCL) outstanding immediately prior to the effective time will automatically be converted into the right to receive $18.61 in cash, without interest (the "merger consideration").

For additional information on the consideration Cross Country stockholders will receive in connection with the merger, see the section titled "The Merger Agreement-Effect of the Merger on Cross Country Common Stock."

Treatment of Cross Country Equity Awards (see page 59)

The merger agreement provides that, effective as of immediately prior to the effective time, the outstanding equity awards of Cross Country will be treated as follows:

Cross Country Restricted Stock Awards

Each restricted stock award with respect to shares of Cross Country common stock that is subject to vesting conditions based solely on continued employment or service (each, a "Cross Country restricted stock award") and that is outstanding immediately prior to the effective time, other than certain Cross Country restricted stock awards granted after March 28, 2025 and prior to the effective time (which will be forfeited at the effective time), will be fully vested, canceled and converted into the right to receive an amount in cash equal (without interest) to (i) the number of shares of Cross Country common stock subject to such Cross Country restricted stock award immediately prior to the effective time multiplied by (ii) the merger consideration, less any applicable withholding taxes.

Each restricted stock award with respect to shares of Cross Country common stock that is subject to service- and performance-based vesting conditions (each, a "Cross Country performance stock award") and that is outstanding immediately prior to the effective time will be treated as follows: (i) each Cross Country performance stock award (x) granted in 2022 will be deemed vested with respect to seventy-five and one-half percent (75.5%) of the target number of shares of Cross Country common stock subject to such Cross Country performance stock award and (y) granted in 2023 and 2024 will be deemed vested with respect to fifty percent (50%) of the target number of shares of Cross Country common stock subject to such Cross Country performance stock award (the portion of each such vested Cross Country performance stock award, a "vested Cross Country performance stock award"), and each such vested Cross Country performance stock award will be canceled and converted into the right to receive an amount in cash (without interest) equal to (A) the number of shares of Cross Country common stock subject to such vested Cross Country performance stock

award immediately prior to the effective time multiplied by (B) the merger consideration, less any applicable withholding taxes and (ii) each Cross Country performance stock award or portion thereof that is not a vested Cross Country performance stock award will be cancelled and forfeited for no consideration.

For additional information on the treatment of Cross Country equity awards in connection with the merger, see the section titled "The Merger Agreement-Treatment of Cross Country Equity Awards."

Cross Country's Reasons for the Merger; Recommendation of Cross Country's Board of Directors (see page 38)

At its December 3, 2024 meeting held to evaluate the merger, the Cross Country board of directors unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders.

The Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) "FOR" the merger agreement proposal, (2) "FOR" the merger-related compensation proposal and (3) "FOR" the adjournment proposal.

In evaluating the merger and the merger agreement and arriving at its determination, the Cross Country board of directors consulted with Cross Country's senior management, Cross Country's financial advisor, BofA Securities, Inc. ("BofA Securities"), and Cross Country's outside legal counsel, Davis Polk & Wardwell LLP ("Davis Polk"), and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to Cross Country and Cross Country stockholders, as described in more detail in the section titled "The Merger (Proposal 1)-Cross Country's Reasons for the Merger; Recommendation of Cross Country's Board of Directors."

Opinion of BofA Securities (see page 43)

Cross Country retained BofA Securities to act as its financial advisor in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Cross Country selected BofA Securities to act as its financial advisor in connection with the merger on the basis of BofA Securities' experience in transactions similar to the merger, its reputation in the investment community and its familiarity with Cross Country and its business.

On December 3, 2024, at a meeting of the Cross Country board of directors held to evaluate the merger, representatives of BofA Securities delivered to the Cross Country board of directors the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated December 3, 2024, to the effect that, as of the date of the opinion and based on and subject to the factors and assumptions set forth in the written opinion, the merger consideration to be received in the merger by holders of Cross Country common stock was fair, from a financial point of view, to such holders.

The full text of BofA Securities' written opinion to the Cross Country board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. BofA Securities delivered its opinion to the Cross Country board of directors for the benefit and use of the Cross Country board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the merger in comparison to other

strategies or transactions that might be available to Cross Country or in which Cross Country might engage or as to the underlying business decision of Cross Country to proceed with or effect the merger. BofA Securities' opinion does not constitute a recommendation as to how any holder of Cross Country common stock should vote or act in connection with the merger or any related matter.

For further information, see the section titled "The Merger (Proposal 1)-Opinion of BofA Securities" and Annex B.

Material U.S. Federal Income Tax Consequences of the Merger (see page 88)

The receipt of cash in exchange for Cross Country common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. U.S. Holders (as defined below under "Material U.S. Federal Income Tax Consequences of the Merger-U.S. Holders") generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the amount of cash received and (b) the U.S. Holder's adjusted tax basis in the Cross Country common stock surrendered in exchange for the merger consideration.

Except in certain specific circumstances described below and under the section titled "Material U.S. Federal Income Tax Consequences of the Merger-Non-U.S. Holders," Non-U.S. Holders (as defined below under "Material U.S. Federal Income Tax Consequences of the Merger-U.S. Holders") generally will not be subject to U.S. federal income tax unless certain conditions are met.

The U.S. federal income tax consequences described above may not apply to all holders of Cross Country common stock. You should read the section titled "Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the U.S. federal income tax consequences of the merger. The tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the merger to you.

Regulatory Clearances and Approvals Required for the Merger (see page 70)

The completion of the merger is conditioned on, among other things, the expiration or termination of any applicable waiting period (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Subject to the terms and conditions of the merger agreement, each of Cross Country and Parent has agreed to use reasonable best efforts to take, or cause their affiliates to take, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement as soon as practicable, including preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by the merger agreement as soon as practicable (the notices, authorizations, registrations, approvals, orders, permits, confirmations, clearances, consents and waiting period expirations or terminations from such governmental authorities with respect to the merger, collectively, the "required regulatory approvals").

The merger cannot be completed until any applicable waiting period (and any extensions thereof) under the HSR Act relating to the merger, and any commitment to, or agreement (including any timing agreement) that was mutually agreed by Parent and Cross Country with, any governmental authority to delay the consummation of, or not to consummate before a certain date, any of the transactions contemplated by the merger agreement, have expired or been terminated. There can be no assurance that a challenge to the merger on regulatory grounds by a governmental authority or private party will not be made or, if such a challenge is made, that it would not be successful.

If any objections are asserted with respect to the transactions contemplated by the merger agreement under the HSR Act and all other applicable laws that are designed or intended to prohibit, restrict or regulate foreign investment or mergers or acquisitions, antitrust, monopolization, lessening of competition or restraint of trade (collectively, "competition laws") or in connection with any required regulatory approval, or if any proceeding is instituted or threatened by any governmental authority or, with respect to any competition law, a third party challenging any of the transactions contemplated by the merger agreement, Parent and Cross Country have agreed to take, or cause to be taken (including by causing their Affiliates to take), all reasonable actions necessary to resolve such objections as

promptly as practicable. Without limiting the generality of the foregoing, in connection with any such objection or proceeding, but subject to the following sentence, Cross Country and Parent will, and will cause their subsidiaries and affiliates to, take all actions as may be necessary to obtain any authorization, consent or approval of a governmental authority or to avoid or eliminate any impediments under the HSR Act or any such other competition law or in connection with any required regulatory approval so as to enable the consummation of the transactions hereby to occur as promptly as practicable and in any event no later than the end date (as defined below), including, solely with respect to Cross Country and its subsidiaries (or their respective businesses) to (i) hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Cross Country or any of its subsidiaries, (ii) terminate, amend or assign any investments or other existing relationships, or any contractual rights or obligations, (iii) terminate any venture or other arrangement, (iv) grant any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any third party, (v) impose limitations on Cross Country or any of its subsidiaries with respect to how they own, retain, conduct or operate their respective businesses or assets, or (vi) effectuate any other change or restructuring of Cross Country or any of its subsidiaries (clauses (i) through (vi), a "divestiture action").

Cross Country has agreed to reasonably cooperate in all respects with Parent and Merger Sub in connection with Parent and Merger Sub's efforts to contest and resist (i) any administrative or judicial proceeding that is initiated or threatened to be initiated challenging the merger agreement or the consummation of the transactions contemplated thereby (including seeking to have any stay or temporary restraining order entered by any court or other governmental authority vacated or reversed) and (ii) any request for the entry of, and to seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated by the merger agreement. However, none of Parent, Merger Sub, or any of their respective affiliates will be required to (i) litigate any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the transactions contemplated by the merger agreement, except that Parent and Cross Country will be required to respond to and comply with any request for additional information or documentary material pursuant to the HSR Act issued by a governmental authority, or (ii) agree to any divestiture action (1) that would reasonably be expected to be materially adverse to Aya and its subsidiaries, taken as a whole, after giving effect to the merger, (2) that is not solely limited to Cross Country and its subsidiaries or (3) that is not conditioned upon the consummation of the merger. At the request of Parent, Cross Country will agree to any divestiture action relating to Cross Country and its subsidiaries, except that Cross Country and its subsidiaries will not be required to agree to any divestiture action that is not conditioned upon the consummation of the merger.

Parent, in consultation with Cross Country, is entitled to direct negotiations (i) with governmental authorities regarding the clearances and approvals of the merger under the HSR Act and (ii) with third parties relating to any divestiture actions, so long as Parent's actions in connection therewith are otherwise in accordance with Parent's obligations under this section.

On December 17, 2024, each of Cross Country and Parent filed a notification of the proposed merger with the FTC and the Antitrust Division under the HSR Act. The waiting period will expire on January 16, 2025 at 11:59 p.m. EasteTime, unless it is extended by a request from the United States Federal Trade Commission ("FTC") or the United States Department of Justice (the "Antitrust Division") for additional information and documentary material (a "second request") or terminated earlier or if Parent pulls and refiles its notification or commits not to close for some additional period of time.

For more information about regulatory clearance relating to the merger, see the sections titled "The Merger (Proposal 1)-Regulatory Clearances and Approvals Required for the Merger" and "The Merger Agreement-Conditions to the Merger."

Although the parties expect that the required regulatory approvals will be obtained, the parties cannot assure you that such approvals will be timely obtained or obtained at all or that the granting of regulatory approvals will not involve the imposition of additional conditions on the completion of the merger, or a commitment or agreement to take remedial actions, including divesting assets or businesses, creating, modifying or transferring contractual rights or obligations or entering into supply or services agreements. Any such requirements could result in the conditions to the merger not being satisfied.

Expected Timing of the Merger (see pages 55, 70 and 74)

Cross Country and Aya are working to complete the merger as soon as practicable and currently expect the merger to be completed in the first half of 2025, subject to the satisfaction or waiver of customary closing conditions,

including the adoption of the merger agreement by the affirmative vote of holders of at least a majority of the voting power of the outstanding shares of Cross Country common stock and the required regulatory approvals having been obtained. Neither Cross Country nor Aya can predict the actual date on which the merger will be completed because completion is subject to certain closing conditions beyond each party's control, and it is possible that such conditions could result in the merger being completed earlier or later or not being completed at all. See the sections titled "The Merger Agreement-Regulatory Clearances and Approvals Required for the Merger" and "The Merger Agreement-Conditions to the Merger." Also, see the section titled "The Merger (Proposal 1)-Regulatory Clearances and Approvals Required for the Merger."

Guarantee by Aya (see page 61)

Aya has irrevocably guaranteed the payment and performance of all of Parent's and Merger Sub's obligations under the merger agreement.

Conditions to the Merger (see page 74)

Each party's obligation to complete the merger is subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain customary mutual conditions, including the following: (i) the adoption of the merger agreement by the holders of a majority of the voting power of the outstanding shares of Cross Country common stock in accordance with the DGCL (the "stockholder approval"), (ii) the absence of any order issued by any governmental authority prohibiting, rendering illegal or permanently enjoining the consummation of the merger, (iii) the expiration or termination of any waiting period (and any extensions thereof) applicable to the consummation of the merger under the HSR Act and any commitment to, or agreement (including any timing agreement) that was mutually agreed by Parent and Cross Country with, any governmental authority to delay or not consummate before a certain date the merger.

The obligation of each party to consummate the merger is also conditioned upon (i) performance and compliance by the other party in all material respects with its covenants, obligations and agreements required to be performed or complied with by it under the merger agreement prior to the closing of the merger; (ii) the accuracy of the representations and warranties of the other party as of December 3, 2024 and as of the closing (subject to the materiality standards set forth in the merger agreement); and (iii) delivery of an officer certificate by the other party certifying satisfaction of certain of the conditions described above. The obligation of Parent to consummate the merger is also subject to there not having occurred since December 3, 2024, a Cross Country material adverse effect (as defined in the section titled "The Merger Agreement-Material Adverse Effect") that is continuing or any effect that would reasonably be expected to have a Cross Country material adverse effect. Consummation of the merger is not subject to any financing condition.

For more information about conditions to the merger, see the section titled "The Merger Agreement-Conditions to the Merger."

No Shop; Restrictions on Solicitation of Acquisition Proposals (see page 67)

As more fully described in this proxy statement and in the merger agreement, and subject to certain exceptions, Cross Country has agreed not to solicit other acquisition proposals from third parties, furnish non-public information to or afford access to third parties or participate in discussions or negotiations with third parties regarding other acquisition proposals or change or withdraw its recommendation to its stockholders to adopt the merger agreement and the merger.

At any time prior to the stockholder approval, in the event Cross Country receives a bona fide acquisition proposal from a third party that was not solicited in violation of and did not otherwise result from a breach of Cross Country's non-solicitation obligations, if the Cross Country board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, that such acquisition proposal constitutes, or could reasonably be expected to lead to, a superior proposal, then Cross Country may engage in negotiations or discussions with, and furnish non-public information or afford access to, such third party making the acquisition proposal, subject to complying with notice requirements and other specified conditions contained in the merger agreement. For more information on what constitutes a superior proposal, see the section titled "The Merger Agreement-No Shop; Restrictions on Solicitation of Acquisition Proposals."

At any time prior to the stockholder approval, the Cross Country board of directors may (i) in response to a bona fide acquisition proposal from a third party that was not solicited in violation of and did not otherwise result from

a breach of Cross Country's non-solicitation obligations that the Cross Country board of directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a superior proposal, make an adverse recommendation change or terminate the merger agreement in order to substantially concurrently enter into a written definitive agreement for such superior proposal or (ii) in response to an intervening event, make an adverse recommendation change if the Cross Country board of directors determines in good faith after consultation with its outside legal counsel and financial advisor that the failure to take such action would be reasonably expected to be inconsistent with its fiduciary duties under applicable law. In each case in the foregoing clauses (i) and (ii), the making of the adverse recommendation change is subject to Cross Country complying with notice requirements and other specified conditions (including giving Parent the opportunity to propose changes to the merger agreement in response to such superior proposal or intervening event, as applicable) and, in certain circumstances, the payment by Cross Country of a termination fee. For more information on what constitutes an intervening event, see the section titled "The Merger Agreement-Change of Recommendation; Match Rights."

See the sections titled "The Merger Agreement-No Shop; Restrictions on Solicitation of Acquisition Proposals," "The Merger Agreement-Change of Recommendation; Match Rights" and "The Merger Agreement- Termination Fees and Expenses."

Change of Recommendation; Match Rights (see page 69)

Under the merger agreement, under certain circumstances and subject to certain requirements, including as described in this section, the Cross Country board of directors is entitled to make an adverse recommendation change prior to receipt of the stockholder approval, if the Cross Country board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, that an acquisition proposal constitutes a superior proposal, or in response to an intervening event, if the Cross Country board of directors determines, after consultation with its outside legal counsel and financial advisor, that the failure to take such action would be reasonably expected to be inconsistent with its fiduciary duties under applicable law; provided that:

In the event that the Cross Country board of directors is permitted to make an adverse recommendation change to the merger agreement following the receipt of an acquisition proposal that it determines to be a superior proposal, Cross Country may also terminate the merger agreement to enter into a definitive written agreement for such superior proposal if, concurrently with such termination, Cross Country pays to Parent the fee required to be paid to Parent as described in the section titled "The Merger Agreement-Termination Fees and Expenses."

Termination of the Merger Agreement (see page 75)

Among other customary circumstances, Cross Country or Parent may terminate the merger agreement if:

Cross Country may terminate the merger agreement in other circumstances, including to enter into a definitive agreement with respect to a superior proposal or in response to certain breaches of the merger agreement by Parent or Merger Sub, subject to a cure period. Parent may also terminate the merger agreement in other circumstances, including in response to an adverse recommendation change by the Cross Country board of directors prior to receipt of the stockholder approval or certain breaches of the merger agreement by Cross Country, subject to a cure period. In certain circumstances a termination fee may be payable by Cross Country or Aya as described below in the section titled "The Merger Agreement-Termination Fees and Expenses."

See the section titled "The Merger Agreement-Termination of the Merger Agreement."

Termination Fees and Expenses (see page 76)

The merger agreement provides that Cross Country will pay Parent a termination fee of $20 million if:

The merger agreement provides that Parent will pay Cross Country a termination fee of $20 million if Cross Country or Parent terminates the merger agreement because (a)(i) the merger has not been consummated by the end date and, at the time of such termination, the conditions regarding legal restraints (with respect to competition laws) or antitrust approval under the HSR Act have not been satisfied or (ii) there is a legal restraint with respect to competition laws in place, and at the time of such termination described in clauses (i) and (ii) above, all the conditions to Parent's obligations to close would be satisfied or waived if the closing were to occur on the termination date (or

would not be satisfied as a result of the same facts that resulted in the conditions related to legal restraints or regulatory approval not being satisfied) or (b) as a result of a material breach by Parent of its obligations related to regulatory approval.

All other expenses relating to the merger will generally be paid by the party incurring the expense, except that Parent will pay all reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with the parties' regulatory undertakings under the merger agreement, including with respect to all required regulatory approvals.

In no event will either Cross Country or Parent be obligated to pay the applicable termination fee on more than one occasion.

See the section titled "The Merger Agreement-Termination Fees and Expenses."

Remedies; Specific Performance (see page 77)

The merger agreement provides that, upon any termination of the merger agreement under circumstances where a termination fee is payable by Cross Country or Parent, as applicable, the other party's right to receive such termination fee will be the sole and exclusive remedy of the applicable party in connection with the merger agreement and the transactions contemplated thereby, and upon payment in full of such amount, the applicable party will not seek to obtain any recovery, judgment or damages of any kind against the other parties or their respective subsidiaries or any of their respective directors, officers, employees, partners, managers, members, stockholders, affiliates or representatives in connection with the merger agreement or the transactions contemplated thereby, except in the case of fraud or willful breach.

The merger agreement provides that the parties will be entitled to seek an injunction or injunctions, or any other appropriate form of equitable relief, to prevent or restrain breaches or threatened breaches of the merger agreement, or to enforce specifically the performance of the terms and provisions thereof, without the necessity of proving that irreparable damage would occur or the inadequacy of money damages as a remedy (and each party waives any requirement for the securing or posting of any bond in connection with such remedy), in addition to any other remedy to which they are entitled at law or in equity.

See the section titled "The Merger Agreement-Remedies; Specific Performance."

Appraisal Rights of Cross Country Stockholders (see page 80)

Cross Country stockholders who do not vote in favor of approval of the merger agreement proposal, who continuously hold their shares of Cross Country common stock and who otherwise comply precisely with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of Cross Country common stock, as determined by the Delaware Court of Chancery, if the merger is completed, in lieu of receiving the merger consideration in respect of such shares. The "fair value" of your shares of Cross Country common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the merger consideration that you would otherwise be entitled to receive under the terms of the merger agreement. Cross Country stockholders who wish to exercise the right to seek an appraisal of their shares must so advise Cross Country by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the merger agreement proposal, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of Cross Country common stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps summarized in this proxy statement and in a timely manner to perfect appraisal rights.

The text of Section 262 of the DGCL is attached as Annex C to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, Cross Country stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

See "The Merger Agreement-Effect of the Merger on Cross Country Common Stock-Shares of Dissenting Stockholders" and "Appraisal Rights of Cross Country Stockholders."

Cross Country Special Meeting (see page 67)

Purposes of the Special Meeting

At the special meeting, Cross Country stockholders will be asked to vote upon the following proposals:

Record Date

The record date for the determination of stockholders entitled to notice of and to vote at the special meeting is [ ], 2025. Only Cross Country stockholders who held shares of Cross Country common stock of record as of the close of business on the record date are entitled to receive notice of and vote at the special meeting and any adjournment or postponement of the special meeting, and only as long as such shares remain outstanding on the date of the special meeting. Cross Country's official stock ownership records will conclusively determine whether a stockholder is a "holder of record" as of the record date.

Required Vote

See the section titled "The Special Meeting-Required Vote; Treatment of Abstentions and Failure to Vote."

Interests of Cross Country's Directors and Executive Officers in the Merger (see page 51)

Cross Country's directors and executive officers have interests in the merger that may be different from, or in addition to, those of Cross Country stockholders generally. These interests include, among others, vesting of certain Cross Country equity awards, potential severance payments and benefits under the applicable severance arrangements and rights to ongoing indemnification and insurance coverage. The Cross Country board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the Cross Country stockholders. See the section titled "The Merger (Proposal 1)-Interests of Cross Country's Directors and Executive Officers in the Merger."

Directors' and Officers' Indemnification and Insurance (see page 73)

Under the merger agreement, for a period of six years following the effective time, Parent is required to maintain in effect all provisions in the organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of December 3, 2024.

Prior to the effective time, Cross Country will (or if Cross Country is unable to, Parent will cause the surviving corporation to) purchase a directors' and officers' liability insurance and fiduciary liability insurance "tail" policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time with terms,

conditions, retentions and limits of liability that are no less favorable than the coverage provided under Cross Country's existing policies as of December 3, 2024, with a one-time cost not in excess of 300% of the annual premium paid by Cross Country for its existing policies, and if the cost of such "tail" insurance policy would otherwise exceed such amount, the surviving corporation must purchase a policy with the greatest coverage available for a cost not exceeding such amount.

See the sections titled "The Merger (Proposal 1)-Interests of Cross Country's Directors and Executive Officers in the Merger-Indemnification and Insurance" and "The Merger Agreement-Directors' and Officers' Indemnification and Insurance."

Market Prices of Cross Country Common Stock (see page 79)

The merger consideration of $18.61 per share represents an approximately 67% premium to the closing price of the Cross Country common stock on December 3, 2024, the last trading day prior to the announcement of the merger, and an approximately 68% premium to the volume-weighted average trading price for the 30-day trading period ended December 3, 2024. The closing price of Cross Country common stock on The Nasdaq Global Select Market ("Nasdaq") on January 3, 2025, the most recent practicable date prior to the date of this proxy statement, was $18.21 per share. You are encouraged to obtain current market prices of Cross Country common stock in connection with voting your shares of Cross Country common stock.

Litigation Related to the Merger (see page 57)

As of the date of this proxy statement, there are no pending lawsuits challenging the merger. However, potential plaintiffs may file lawsuits challenging the merger. The outcome of any future litigation is uncertain.

Such litigation, if not resolved, could prevent or delay consummation of the merger and result in substantial costs to Cross Country, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the merger is the absence of any order issued by any governmental authority that prohibits, renders illegal or permanently enjoins the consummation of the merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the merger on the agreed-upon terms, then such injunction may prevent the merger from being consummated, or from being consummated within the expected time frame.

Cross Country has agreed to give Parent the opportunity to consult with Cross Country and to keep Parent reasonably apprised with respect to the defense or settlement of any litigation or proceedings against Cross Country or any of its directors or officers relating to the merger agreement, the merger and the other transactions contemplated by the merger agreement, including by giving Parent an opportunity to participate in (at Parent's expense), but not control, such litigation or other proceedings. Further, Cross Country has agreed not to settle or offer to settle any stockholder litigation without Parent's prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

For additional information regarding litigation matters, see the section titled "The Merger (Proposal 1) -Litigation Related to the Merger."

QUESTIONS AND ANSWERS

The following are some questions that you, as a Cross Country stockholder, may have regarding the merger and the special meeting and the answers to those questions. Cross Country urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

Shares of Cross Country common stock subject to stock-based awards will be treated in the manner described under the heading "The Merger (Proposal 1)-Interests of Cross Country's Directors and Executive Officers in the Merger."

Each Cross Country restricted stock award that is outstanding immediately prior to the effective time, other than certain Cross Country restricted stock awards granted after March 28, 2025 and prior to the effective time (which will be forfeited at the effective time), will be fully vested, canceled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Cross Country common stock subject to such Cross Country restricted stock award immediately prior to the effective time multiplied by (ii) the merger consideration, less any applicable withholding taxes.

Each Cross Country performance stock award that is outstanding immediately prior to the effective time will be treated as follows: (i) each Cross Country performance stock award (x) granted in 2022 will be deemed vested with respect to seventy-five and one-half percent (75.5%) of the target number of shares of Cross Country common stock subject to such Cross Country performance stock award and (y) granted in 2023 and 2024 will be deemed vested with respect to fifty percent (50%) of the target number of shares of Cross Country common stock subject to such Cross Country performance stock award, and each such vested Cross Country performance stock award will be canceled and converted into the right to receive an amount in cash (without interest) equal to (A) the number of shares of Cross Country common stock subject to such vested Cross Country performance stock award immediately prior to the effective time multiplied by (B) the merger consideration, less any applicable withholding taxes and (ii) each Cross Country performance stock award or portion thereof that is not a vested Cross Country performance stock award will be cancelled and forfeited for no consideration. For additional information on the treatment of Cross Country equity awards in connection with the merger, see the section titled "The Merger Agreement-Treatment of Cross Country Equity Awards."

As of [ ], 2025, the record date, Cross Country directors and executive officers, as a group, owned and were entitled to vote [ ] shares of Cross Country common stock or approximately [ ]% of the voting power of all outstanding shares of Cross Country common stock. Cross Country currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement, although none of them are obligated to do so.

The obligation of each party to consummate the merger is also conditioned upon (i) performance and compliance by the other party in all material respects with its covenants, obligations and agreements required to be performed or complied with by it under the merger agreement prior to the closing of the merger; (ii) the accuracy

of the representations and warranties of the other party as of the date of execution of the merger agreement and as of closing (subject to the materiality standards set forth in the merger agreement); and (iii) delivery of an officer certificate by the other party certifying satisfaction of certain of the conditions described above. The obligation of Parent to consummate the merger is also subject to there not having occurred since December 3, 2024, a Cross Country material adverse effect (as defined in the section titled "The Merger Agreement-Material Adverse Effect") that is continuing or any effect that would reasonably be expected to have a material adverse effect. Consummation of the merger is not subject to any financing condition.

For additional details regarding conditions to the completion of the merger, see the section titled "The Merger Agreement-Conditions to the Merger."

The U.S. federal income tax consequences described above may not apply to all holders of Cross Country common stock. You should read the section titled "Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the U.S. federal income tax consequences of the merger. The tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the merger to you.

Each share of Cross Country common stock is entitled to one vote on each proposal.

As of the record date, there were [ ] shares of Cross Country common stock outstanding.

the solicitation of proxies and provide related advice and informational support during the solicitation process for a flat fee of $20,000. Some of our officers also may, but without compensation other than their regular compensation, solicit proxies by mail or personal conversations, or by telephone, facsimile or other electronic means. Cross Country will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses related to forwarding proxy materials to the beneficial owners of Cross Country common stock and obtaining proxies.

Whether or not you plan to attend the meeting, we urge you to vote by proxy, whether by internet, by telephone or by mail, to ensure your vote is counted. You may still attend the meeting virtually and vote your shares, even if you have already voted by proxy. If you later decide to vote at the special meeting, your proxy submitted prior to the special meeting will be revoked; however, attending the special meeting will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or cast a ballot at the special meeting. Please choose only one method to cast your vote by proxy. We encourage you to vote over the internet, which is a convenient, cost-effective and reliable alternative compared to returning a proxy card by mail.

In accordance with the rules of the New York Stock Exchange, as followed by Nasdaq, your bank, brokerage firm or other nominee can vote your shares of Cross Country common stock on "routine" matters when they

have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to "non-routine" matters. If you are a beneficial owner and you do not provide these instructions, a "non-vote" occurs with respect to those matters. All proposals described in this proxy to be voted on at the special meeting are considered "non-routine" matters. Accordingly, if you are a beneficial holder and you do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Cross Country common stock at the special meeting, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals at the special meeting. Such non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the special meeting and will be the same as a vote "AGAINST" the merger agreement proposal, but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, a quorum is present). If you are a beneficial holder, Cross Country strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your proxy.

special meeting to constitute a quorum for the transaction of business at the special meeting. If you fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares of Cross Country common stock will not be counted towards a quorum. "Broker non-votes" (as described in further detail below), if any, will not be treated as present for purposes of determining whether a quorum is present. Marks to "ABSTAIN" on any proposal are considered present for purposes of establishing a quorum.

If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the merger agreement proposal, it will have the same effect as a vote "AGAINST" such proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to merger-related compensation proposal or the adjournment proposal, it will have no effect on the outcome of such proposal (assuming, in the case of the merger-related compensation proposal, a quorum is present).

Cross Country common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy card or voting instruction card that you receive by following the instructions set forth in each separate proxy card or voting instruction card.

For additional information on what happens if the merger is not consummated, see the section titled "The Merger (Proposal 1)-Effect on Cross Country if the Merger is Not Completed."

Cross Country and some brokers may be householding our proxy materials by delivering proxy materials to multiple stockholders who request a copy and share an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you

revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or Cross Country if you are a stockholder of record. You can notify us by sending a written request to Cross Country Healthcare, Inc., 6551 Park of Commerce Blvd., Boca Raton, FL 33487, Attention: General Counsel, or calling (561) 998-2232, or to Cross Country's proxy solicitor, Sodali, by calling toll-free at 1-800-662-5200 or by email at [email protected]. Stockholders who share a single address, but receive multiple copies of this proxy statement, may request that in the future they receive a single copy by notifying Cross Country at the telephone number or address set forth in the prior sentence. In addition, Cross Country will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of this proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request.

Attention: General Counsel

6551 Park of Commerce Blvd.,

Boca Raton, FL 33487

(561) 998-2232

 

or

 

Sodali & Co

430 Park Avenue, 14^th Floor

New York, NY 10022

Call Toll Free: 1-800-662-5200

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated by reference into this proxy statement contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements contained in this proxy statement that are not statements of historical fact, including statements regarding the merger, including the expected timing and closing of the merger; Cross Country's ability to consummate the merger; the expected benefits of the merger and other considerations taken into account by the board of directors of Cross Country in approving the merger; and the amounts to be received by stockholders and expectations for Cross Country prior to and following the closing of the merger, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management's current expectations for the future of Cross Country based on current expectations and assumptions relating to Cross Country's business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as "believes," "anticipates," "may," "should," "will," "plans," "projects," "expects," "expectations," "estimates," "forecasts," "predicts," "targets," "prospects," "strategy," "signs," and other words of similar meaning in connection with the discussion of future performance, plans, actions or events.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others:

Cross Country cautions that the foregoing list of factors is not exhaustive.

Additional information concerning these and other risk factors is contained in Cross Country's most recently filed Annual Report on Form 10-K for the year ended December 31, 2023 and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. All of the forward-looking statements made by Cross Country contained or incorporated by reference in this proxy statement and all subsequent written and oral forward-looking statements concerning Cross Country, the merger or other matters attributable to Cross Country or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above.

If any of these risks materialize or any of Cross Country's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Cross Country presently does not know of or that Cross Country currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Cross Country's expectations, plans or forecasts of future events and views as of the date of this proxy statement. Cross Country anticipates that subsequent events and developments will cause Cross Country's assessments to change. However, while Cross Country may elect to update these forward-looking statements at some point in the future, Cross Country specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Cross Country's assessments as of any date subsequent to the date of this proxy statement. Accordingly, reliance should not be placed upon the forward-looking statements.

THE COMPANIES

Cross Country Healthcare, Inc. is a market-leading, tech-enabled workforce solutions and advisory firm with 38 years of industry experience and insight. Cross Country helps clients tackle complex labor-related challenges and achieve high-quality outcomes, while reducing complexity and improving visibility through data-driven insights. Diversity, equality, and inclusion is at the heart of the organization's overall corporate social responsibility program, and closely aligned with Cross Country's core values to create a better future for our people, communities, and our stockholders. Additional information about Cross Country, can be accessed online at ir.crosscountry.com.

Aya Healthcare, Inc., a Delaware corporation, is the largest healthcare talent software and staffing company in the United States. Aya operates the world's largest digital staffing platform delivering every component of healthcare-focused labor services, including travel nursing and allied health, per diem, permanent staff hiring, interim leadership, locum tenens and non-clinical professionals. Aya's AI-enabled software solutions, which include vendor management, float pool technology, provider solutions and predictive analytics, combined with its digital talent marketplaces, provide hospital systems greater efficiencies, superior operating results and reduced labor costs. While technology drives efficiency and scale, Aya's 4,500+ global employees power the company to deliver unparalleled accountability and exceptional experiences for clients and clinicians. Aya's company culture is rooted in giving back and supports organizations around food security, education, healthcare, safe shelter and equity. Additional information about Aya Healthcare can be accessed online at www.ayahealthcare.com.

Aya Holdings II Inc., a Delaware corporation, is a wholly-owned subsidiary of Aya. Parent was incorporated by Aya solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Parent are located at c/o Aya Healthcare, Inc., 5930 Cornerstone Court West, Suite 300, San Diego, and Parent's telephone number is 1-866-687-7390.

Spark Merger Sub One Inc., a Delaware corporation, is a wholly-owned direct subsidiary of Parent and a wholly-owned indirect subsidiary of Aya. Merger Sub was incorporated by Parent solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Merger Sub are located at c/o Aya Healthcare, Inc., 5930 Cornerstone Court West, Suite 300, San Diego, and Merger Sub's telephone number is 1-866-687-7390.

THE SPECIAL MEETING

General

This proxy statement is first being mailed on or about [ ], 2025, and constitutes notice of the special meeting in conformity with the requirements of the DGCL and Cross Country's bylaws.

This proxy statement is being provided to Cross Country stockholders as part of a solicitation of proxies by the Cross Country board of directors for use at the special meeting of Cross Country stockholders and at any adjournments or postponements of such special meeting. This proxy statement provides Cross Country stockholders with information about the special meeting and should be read carefully in its entirety.

Date, Time and Place of the Special Meeting

The special meeting will be held on [ ], 2025, beginning at [ : ] a.m., EasteTime, unless postponed to a later date, via live audio webcast at www.virtualshareholdermeeting.com/CCRN2025SM. To virtually participate in the special meeting, visit such website and enter the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the special meeting.

Purposes of the Special Meeting

At the special meeting, Cross Country stockholders will be asked to vote upon the following proposals:

Only the approval of the merger agreement proposal is required for completion of the merger. Cross Country will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof.

Recommendation of the Cross Country Board of Directors

At a special meeting of the Cross Country board of directors held on December 3, 2024, the Cross Country board of directors unanimously determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Cross Country and Cross Country stockholders, approved the execution of the merger agreement and the consummation of the transactions contemplated thereby, and directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Cross Country stockholders.

Accordingly, the Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) "FOR" the merger agreement proposal, (2) "FOR" the merger-related compensation proposal and (3) "FOR" the adjournment proposal.

Cross Country stockholders should carefully read this proxy statement, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

Virtual Participation at Special Meeting

The special meeting will be a completely virtual meeting of stockholders conducted via live audio webcast through the website described above under the heading "Date, Time and Place of the Special Meeting."

Broadridge Financial Solutions will have technicians ready to assist Cross Country stockholders with any technical difficulties they may have accessing the virtual meeting. If Cross Country stockholders encounter any difficulties accessing the virtual meeting or during the meeting time, Cross Country stockholders should navigate to www.virtualshareholdermeeting.com/CCRN2025SM, where a phone number for IT support will be posted.

Outstanding Shares as of the Record Date

As of the record date, there were [ ] shares of Cross Country common stock outstanding owned by Cross Country stockholders (i.e., excluding shares of Cross Country common stock held in treasury by Cross Country). Each share of Cross Country common stock is entitled to one vote on each matter considered at the special meeting.

Stockholders may request an appointment to inspect a complete list of stockholders entitled to vote at the special meeting for any purpose germane to the special meeting at Cross Country's principal executive offices located at 6551 Park of Commerce Blvd., Boca Raton, FL 33487, Attention: General Counsel, during ordinary business hours within ten days prior to the special meeting. This list will also be made available at the special meeting for examination by any stockholder virtually present at the special meeting.

Record Date; Stockholders Entitled to Vote

Only holders of record of Cross Country common stock at the close of business on the record date, [ ], 2025, are entitled to receive notice of the special meeting and to vote either class of Cross Country common stock that they held on the record date at the meeting, or any postponement or adjournment of the meeting. Each share of Cross Country common stock is entitled to one vote on each proposal. Cross Country's official stock ownership records will conclusively determine whether a stockholder is a "holder of record" as of the record date.

Quorum and Broker Non-Votes

Holders of a majority of the voting power of all issued and outstanding shares of Cross Country common stock as of the record date and entitled to vote at the special meeting must be present or represented by proxy at the special meeting to constitute a quorum for the transaction of business at the special meeting. If you fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares of Cross Country common stock will not be counted towards a quorum. Marks to "ABSTAIN" on any proposal are considered present for purposes of establishing a quorum. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed. If the special meeting is postponed or adjourned, it will not affect the ability of holders of record of Cross Country common stock as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described below; however, if a new record date is set for an adjourned meeting, a new quorum will be required to be established.

Banks, brokerage firms and other nominees who hold shares in "street name" for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on "routine" matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a "non-routine" matter, a "broker non-vote" occurs. "Broker non-votes," if any, will not be treated as present for purposes of determining whether a quorum is present. All proposals described in this proxy statement to be voted on at the special meeting are considered "non-routine" matters. The effect of not instructing your broker how you wish your shares to be voted (i.e., a broker non-vote) will be the same as a vote "AGAINST" the merger agreement proposal, but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, a quorum is present).

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) participate in the special meeting or (2) have voted via the internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

Required Vote; Treatment of Abstentions and Failure to Vote

The votes required for each proposal are as follows:

Proposal 1-The Merger Agreement Proposal: The affirmative vote of holders of at least a majority of the voting power of all outstanding shares of Cross Country common stock entitled to vote thereon is required to approve the merger agreement proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee to vote with respect to the merger agreement proposal, it will have the same effect as a vote "AGAINST" the merger agreement proposal.

Proposal 2-The Merger-Related Compensation Proposal: The affirmative vote of holders of at least a majority of the voting power of the shares of Cross Country common stock present in person (virtually) or represented by proxy at the special meeting and entitled to vote thereon is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal. If you mark "ABSTAIN" on your proxy, it will have the same effect as a vote "AGAINST" the merger-related compensation proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to with respect to the merger-related compensation proposal, it will have no effect on the merger-related compensation proposal (assuming a quorum is present). Approval of this proposal by Cross Country stockholders is not required to complete the merger.

Proposal 3-The Adjournment Proposal: The affirmative vote of holders of at least a majority of the voting power of the shares of Cross Country common stock present in person (virtually) or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If you mark "ABSTAIN" on your proxy, it will have the same effect as a vote "AGAINST" the adjournment proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

An abstention occurs when a stockholder attends a meeting, either by attendance in person (virtually) or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present and will have the effect of a vote "AGAINST" the merger agreement proposal, the merger-related compensation proposal and the adjournment proposal.

If you are a registered stockholder and you do not sign and retuyour proxy card by mail or vote over the internet, by telephone or by attendance in person (virtually) at the special meeting, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote "AGAINST" the merger agreement proposal, but will have no effect on the outcome of the merger-related compensation proposal or the adjournment proposal.

Shares and Voting of Cross Country Directors and Executive Officers

As of [ ], 2025, the record date, Cross Country directors and executive officers, as a group, owned and were entitled to vote [ ] shares of Cross Country common stock or approximately [ ]% of the voting power of all outstanding shares of Cross Country common stock. Cross Country currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement, although none of them are obligated to do so.

How to Vote or Have Your Shares Voted

Cross Country stockholders of record may vote their shares of Cross Country common stock or submit a proxy to have their shares of Cross Country common stock voted at the special meeting in one of the following ways:

Whether or not you plan to participate in the special meeting, Cross Country urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via

the internet, prior to the special meeting to ensure that your shares of Cross Country common stock will be represented and voted at the special meeting if you are unable to participate.

The Cross Country board of directors has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of Cross Country stockholders. If you are a stockholder of record and you authorize these proxy holders to vote your shares of Cross Country common stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a stockholder of record and you authorize these proxy holders to vote your shares but do not specify how your shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the Cross Country board of directors recommends. If any other matter properly comes before the special meeting, these proxy holders will vote on that matter in their discretion.

If, as of the record date, your shares of Cross Country common stock are registered directly in your name with the transfer agent of Cross Country, Computershare, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Cross Country or to a third party to vote at the special meeting.

If, as of the record date, your shares are held in an account at a bank, brokerage firm or other nominee, you are the beneficial owner of shares held in "street name," and, for the purposes of this proxy statement, a beneficial owner, and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. If you are a beneficial owner, you have a right to direct your bank, brokerage firm or other nominee on how to vote the shares held in your account. The availability of internet or telephonic voting will depend on the nominee's voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

In accordance with the rules of the New York Stock Exchange, as followed by Nasdaq, your bank, brokerage firm or other nominee may generally vote on "routine" matters when they have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to "non-routine" matters. If you are a beneficial owner and do not provide these instructions, a "non-vote" occurs with respect to those matters. All proposals described in this proxy statement to be voted on at the special meeting are considered "non-routine" matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Cross Country common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote "AGAINST" the merger agreement proposal but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, that a quorum is present). If you are a beneficial holder, Cross Country strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the special meeting; however, you may not vote your shares at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Revocation of Proxies

Cross Country stockholders of record may revoke their proxies at any time prior to the voting at the special meeting in any of the following ways:

Cross Country beneficial owners may change their voting instruction only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this proxy statement is being delivered to holders of Cross Country common stock residing at the same address, unless such holders of Cross Country common stock have notified Cross Country of their desire to receive multiple copies of this proxy statement.

Cross Country will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any holder of Cross Country common stock residing at an address to which only one copy of this proxy statement was mailed. Requests for additional copies should be directed to Cross Country by mail at Cross Country Healthcare, Inc., Attention: General Counsel, 6551 Park of Commerce Blvd., Boca Raton, FL 33487 or by calling (561) 998-2232, or to Cross Country's proxy solicitor, Sodali, by calling toll-free at 1-800-662-5200 or by email at [email protected].

Shares Held in Name of Broker

If your shares are held by your broker, bank or other nominee, often referred to as held in "street name," you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

Tabulation of Votes

A representative from Broadridge Financial Solutions will serve as the inspector of election.

Solicitation of Proxies

Cross Country will pay for the entire cost of soliciting proxies. Cross Country has retained Sodali & Co, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a flat fee of $20,000. Cross Country will indemnify this firm against losses arising out of its provisions of these services on its behalf. In addition, Cross Country may reimburse banks, brokers and other nominees representing beneficial owners of shares of Cross Country common stock for their expenses in forwarding soliciting materials to such beneficial owners. Cross Country's directors, officers and employees may solicit proxies by telephone, by facsimile, by mail, over the Internet or in person. Cross Country's directors, officers and employees will not be paid any additional amounts for soliciting proxies.

Adjournments

The special meeting may be adjourned by the holders of shares of Cross Country common stock representing at least a majority of the voting power of the shares of Cross Country common stock present in person (virtually) or represented by proxy at the special meeting entitled to be cast, if sufficient votes are cast in favor of adjournment, whether or not there is a quorum.

Notice need not be given of any adjourned meeting if the time and place, if any, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after any adjournment, a new record date for the stockholders entitled to vote is fixed for any adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. Under the merger agreement, any reconvened special meeting must be held no later than 30 days after the original special meeting (plus any postponements or adjournments required by applicable law) and at least three business days prior to the end date (as defined below).

Appraisal Rights

Holders of Cross Country common stock will become entitled to receive the merger consideration as a result of the merger. The holders of Cross Country common stock will be entitled to appraisal rights under Section 262 of the DGCL in connection with the merger.

If you hold one or more shares of Cross Country common stock, you are entitled to appraisal rights under Delaware law and have the right to have your shares appraised by the Delaware Court of Chancery and receive the

"fair value" of such shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) as of completion of the merger in place of the merger consideration, as determined by such court, if you strictly comply with the procedures specified in Section 262 of the DGCL. Any such Cross Country stockholder awarded "fair value" for its, his or her shares by such court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration. Any Cross Country stockholder wishing to preserve their rights to appraisal must make a demand for appraisal as described below.

The following discussion is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, a copy of which is attached to this proxy statement as Annex C. All references in Section 262 of the DGCL and in this summary to a "stockholder" are to the record holder of the shares of Cross Country common stock. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL.

Under Section 262 of the DGCL, when a merger is submitted for approval at a meeting of stockholders as in the case of the merger agreement proposal, Cross Country, not less than 20 days prior to the meeting, must notify each stockholder who was a Cross Country stockholder on the record date for notice of such meeting with respect to shares for which appraisal rights are available, that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL or otherwise direct stockholders to the text of Section 262 of the DGCL. This proxy statement constitutes the required notice, and the copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. A holder of Cross Country common stock who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion and Annex C carefully and consult with a legal advisor. Failure to strictly comply with the procedures of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the merger consideration.

Cross Country stockholders wishing to exercise the right to seek an appraisal of their shares must do ALL of the following:

Voting, virtually or by proxy, against, abstaining from voting on or failing to vote on the approval of the merger agreement proposal will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any vote against the merger agreement proposal, abstention with respect to the merger agreement proposal or failure to vote.

The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled "APPRAISAL RIGHTS OF CROSS COUNTRY STOCKHOLDERS".

THE MERGER (PROPOSAL 1)

This section of this proxy statement describes the material aspects of the merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the merger agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the merger. In addition, important information about Cross Country is included in or incorporated by reference into this proxy statement. See the section titled "Where You Can Find More Information."

Effects of the Merger

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into Cross Country, whereupon the separate existence of Merger Sub will cease, and Cross Country will survive the merger as a wholly-owned indirect subsidiary of Aya, a privately-held company. The merger will become effective at such time when the certificate of merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (or at such later time as may be specified in the certificate of merger).

At the effective time, each share of Cross Country common stock (including certain company equity awards, as described in more detail below, but excluding (i) Cross Country common stock held by Cross Country as treasury stock or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the effective time and (ii) Cross Country common stock with respect to which appraisal rights are properly demanded and not withdrawn or lost under Section 262 of the DGCL) outstanding immediately prior to the effective time will automatically be converted into the right to receive $18.61 in cash, without interest.

Pursuant to the merger agreement, effective as of immediately prior to the effective time:

If the merger is completed, Cross Country's securities will be delisted from Nasdaq and deregistered under the Exchange Act as promptly as practicable after the effective time, and Cross Country will cease to be a publicly traded company. Cross Country will no longer be required to file periodic reports, current reports and proxy information statements with the SEC on account of its common stock. You will not own any shares of the surviving corporation.

Effect on Cross Country if the Merger is Not Completed

If the merger agreement is not adopted by Cross Country's stockholders or if the merger is not completed for any other reason, Cross Country stockholders will not receive any payment for their shares of Cross Country common stock or other Cross Country equity interests in connection with the merger. Instead, Cross Country will remain an independent public company, Cross Country common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act and Cross Country will continue to file periodic reports with the SEC. In addition, if the merger is not completed, Cross Country stockholders will continue to be subject to the same risks and

opportunities to which they are currently subject, including risks related to the highly competitive industry in which Cross Country operates and risks related to adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger to not be completed, it is likely that the price of Cross Country common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Cross Country common stock would retuto the price at which it trades as of the date of this proxy statement or the price at which it traded immediately prior to the public announcement of the merger agreement. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Cross Country common stock. If the merger agreement is not adopted by Cross Country stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Cross Country will be offered or that Cross Country's business, prospects or results of operation will not be adversely impacted.

Moreover, if the merger is not completed for any reason, Cross Country stockholders will be subject to a number of risks, including Cross Country's incurrence of substantial costs in connection with the merger and the other transactions contemplated by the merger agreement that may not be recovered, the substantial restrictions imposed by the merger agreement on the operation of Cross Country's business during the period before the consummation of the merger, which may make it difficult for Cross Country to achieve its business goals if the merger is not completed, and the potential negative impact on Cross Country's ability to attract, hire and retain key employees.

In addition, the merger agreement provides that, upon termination of the merger agreement under certain circumstances, Cross Country will be required to pay to Parent a termination fee of $20 million, or under certain other circumstances, Parent will be required to pay Cross Country a termination fee of $20 million. See the section titled "The Merger Agreement-Termination Fees and Expenses" for a discussion of the circumstances under which such termination fees would be required to be paid.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Cross Country board of directors, Aya, Cross Country's representatives, Aya's representatives and other parties.

The Cross Country board of directors and senior management regularly review and assess Cross Country's operations, performance, opportunities, prospects, risks and strategic direction in light of current business and economic conditions and developments in the healthcare staffing industry, in each case across a range of scenarios and potential future developments. In connection with this review and assessment, and with the assistance of legal and financial advisors, the Cross Country board of directors and management have considered potential strategic alternatives for Cross Country, including potential business combinations or other transactions, to strengthen Cross Country's business and maximize stockholder value. In addition, Cross Country has from time to time received unsolicited inquiries from third parties seeking to determine Cross Country's interest in a business combination transaction.

Cross Country's board of directors generally holds a special strategic planning meeting in the third quarter of each year, and as part of Cross Country's ongoing process and in light of changing industry conditions, in July 2024, Cross Country management began more actively reviewing a variety of potential acquisition and sale transactions with multiple strategic counterparties within the healthcare staffing industry.

On July 25, 2024, Cross Country formally engaged Davis Polk to serve as Cross Country's legal counsel in connection with Cross Country's exploration of potential strategic alternatives.

During August 2024, members of the Cross Country board of directors and Cross Country management met with representatives of BofA Securities and representatives of certain other investment banks to select a financial advisor in connection with Cross Country's exploration of potential strategic alternatives. Following such meetings, the Cross Country board of directors determined to engage BofA Securities to serve as Cross Country's financial advisor in connection with such exploration of potential strategic alternatives.

On September 11, 2024, members of the Cross Country board of directors and Cross Country management met with representaives of BofA Securities to begin work in connection with such exploration of potential strategic alternatives.

On October 1, 2024, the Cross Country board of directors held a regularly scheduled virtual meeting, which was also attended by members of Cross Country management and during which, among other matters, (i) the Cross Country board of directors discussed Cross Country's recent performance and (ii) John Martins, President, Chief Executive Officer and a Director of Cross Country, presented an overview of certain potential acquisitions considered by Cross Country management, including with three strategic market participants.

On October 4, 2024, Alan Braynin, Founder and Chief Executive Officer of Aya, called Mr. Martins unsolicited and expressed an interest in acquiring Cross Country in an all-cash transaction and asked whether Mr. Martins and Mr. Clark would be interested in meeting in person to discuss a potential transaction. Mr. Braynin stated that Aya was planning to obtain additional financing to ensure it had sufficient funding to consummate such an acquisition. Mr. Martins declined the in-person meeting at that time but noted he would communicate Aya's interest to Mr. Clark and the other members of the Cross Country board of directors.

Following this call with Aya, Mr. Martins called Mr. Clark to relay his discussion with Aya, and Mr. Martins and Mr. Clark subsequently called other members of the Cross Country board of directors, including Cross Country's Lead Director, the Chairman of its Audit Committee and the Chairman of its Compensation Committee, to inform them of the Aya call. After discussions with Mr. Clark and such other members of the Cross Country board of directors, and after discussions with representatives of Davis Polk, it was decided that Mr. Martins should have a follow-up call with Mr. Braynin the following week to leamore about Aya's proposal and report back to the Cross Country board of directors after that call. That evening, after socialization with the Board, Mr. Martins called Mr. Braynin and informed him that the Cross Country board of directors would need to consider the idea of a proposed transaction with Aya before Mr. Martins and Mr. Braynin had further discussions.

On October 6, 2024, a representative of a private equity firm (referred to herein as "Party A") called Mr. Martins to follow up on a previous general discussion regarding Party A's potential interest in a transaction with Cross Country as an entry point into the healthcare staffing market. Party A informed Mr. Martins that its investment committee was meeting to review such a transaction and noted that such representative would call Mr. Martins the following day.

On October 7, 2024, at the direction of the Cross Country board of directors, Cross Country entered into a formal engagement letter with BofA Securities, effective as of September 11, 2024, to act as its financial advisor in connection with its exploration of a potential transaction.

On October 7 and October 8, 2024, Mr. Clark and Cross Country management held various virtual meetings with representatives of its legal and financial advisors to discuss, among other things, current industry trends, updates on the ongoing discussions with Party A and the potential transaction with Aya, including Cross Country's expectations for, and approach to, future calls with representatives of Aya. Following these calls, members of the Cross Country board of directors and Cross Country management determined it would be in the best interest of its stockholders to execute a non-disclosure agreement with Aya and leamore about Aya's proposal for a transaction.

On October 9, 2024, Mr. Martins spoke telephonically with a Managing Director of Party A, during which Party A stated that though they were interested in entering the healthcare staffing market and saw potential value in an acquisition of Cross Country, Party A intended to wait to do so until the industry rebounded.

On October 10, 2024, Mr. Clark updated a member of the Cross Country board of directors on recent discussions regarding a potential transaction. Also on October 10, 2024, Cross Country and Aya entered into a non-disclosure agreement with customary standstill provisions to facilitate the exchange of confidential information in connection with the exploration of strategic opportunities involving Cross Country and Aya.

On October 11, 2024, Mr. Clark and Mr. Martins spoke with Mr. Braynin to discuss Aya's interest in acquiring Cross Country. Mr. Braynin stated that Aya would make an offer to acquire Cross Country the following week.

On October 14, 2024, Aya submitted an unsolicited, non-binding, written letter of intent for Aya to acquire 100% of Cross Country for approximately $608.6 million, in cash, which implied a value of approximately $18.00 per issued and outstanding share of Cross Country common stock (the "initial Aya proposal"). The initial Aya proposal included, among other key terms, a request for 60 days of exclusivity, customary no-shop obligations and a $20 million termination fee payable by Cross Country in certain circumstances. Aya also provided a letter from its financing source confirming the availability of sufficient financing to pay the proposed merger consideration. The

closing price of Cross Country common stock on this date was $12.28. Certain members of the Cross Country board of directors and Cross Country management discussed the initial Aya proposal telephonically and scheduled a meeting of the Cross Country board of directors to do the same.

On October 15, 2024, Cross Country management discussed the terms and conditions of the initial Aya proposal and the financing letter telephonically with representatives of BofA Securities.

On October 16, 2024, certain members of the Cross Country board of directors and Cross Country management met virtually with Davis Polk to discuss the terms and conditions of the initial Aya proposal as well as the financing letter and reiterated their goal of maximizing value for Cross Country stockholders in this process.

From October 16 to October 18, 2024, Mr. Clark had conversations with each member of the Cross Country board of directors. During those conversations, Mr. Clark updated the directors on recent discussions with Aya and other potential acquirers and had a discussion about next steps in a potential transaction. In addition, during the same time period, Mr. Clark had various conversations with management of Cross Country regarding a potential transaction.

On October 20, 2024, ahead of the upcoming meeting of the Cross Country board of directors, representatives of Davis Polk and Cross Country management provided the Cross Country board of directors with a summary of the key terms and conditions included in the initial Aya proposal.

On October 21, 2024, Cross Country management met with the President and Managing Partner and a Managing Director of a private equity firm (referred to herein as "Party B"), together with Party B's financial advisor, at the Cross Country offices in Boca Raton, Florida to discuss a potential transaction between Cross Country and one of Party B's portfolio companies. However, Party B indicated that it was interested in a transaction at a significant discount as compared to the initial Aya proposal, and the parties did not engage in further discussions following this meeting.

Also on October 21, 2024, BofA Securities delivered to Cross Country a relationship disclosure letter providing certain information regarding BofA Securities' relationships with Cross Country and Aya, which letter was shared with the Cross Country board of directors. Such relationship disclosure letter was subsequently updated on December 2, 2024 and shared with the Cross Country board of directors.

On October 22, 2024, the Cross Country board of directors held a virtual special meeting, which was also attended by Cross Country management and representatives of Cross Country's legal and financial advisors to discuss the initial Aya proposal. At the meeting, among other matters, representatives of Davis Polk reviewed the directors' fiduciary duties when considering a potential transaction of this nature, representatives of BofA Securities reviewed their preliminary financial perspectives on the initial Aya proposal, and the Cross Country board of directors discussed, together with its legal and financial advisors, various considerations relating to the initial Aya proposal, including the potential regulatory approval landscape, potential responses to the initial Aya proposal and other potential strategic opportunities with various other counterparties. The Cross Country board of directors then directed management to continue engaging with Aya management with respect to its proposal and also authorized representatives of BofA Securities to contact Party A and two other strategic industry participants (referred to herein as "Party C" and "Party D") to gauge such parties' interest in a potential transaction with Cross Country.

On October 23, 2024, Mr. Martins and the Chief Financial Officer of Cross Country met in person with another private equity firm that had expressed interest in selling its ownership interests in two healthcare staffing firms. No further discussions followed.

Also on October 23, 2024, at the direction of the Cross Country board of directors, representatives of BofA Securities initiated outreach to and had preliminary discussions with Party C and Party D to solicit their interest in a potential strategic transaction with Cross Country. Both parties expressed interest during these discussions and were subsequently provided with a form non-disclosure agreement.

On October 24, 2024, Mr. Clark sent an email to Mr. Braynin to schedule a call later that week to discuss Aya's initial offer. At the direction of the Cross Country board of directors, representatives of BofA Securities initiated outreach to and had a preliminary discussion with Party A to solicit its interest in a potential strategic transaction with

Cross Country. Though Party A expressed concerns about the industry, at the request of Party A, representatives of BofA Securities sent it a form non-disclosure agreement. Also on October 24, 2024, Mr. Clark held a meeting with certain members of the Cross Country board of directors and Cross Country management to discuss a potential transaction.

On October 25, 2024, Mr. Clark and Cross Country management spoke with two members of the Cross Country board of directors who were not able to not attend the October 22 board meeting to provide an overview of the initial Aya proposal and the other matters discussed at such meeting.

On October 27, 2024, Party C executed a non-disclosure agreement with Cross Country to facilitate the exchange of confidential information in connection with the exploration of strategic opportunities involving the parties. Party C also stated that they would be engaging a financial advisor in connection with their review of the potential transaction.

On October 28, 2024, Mr. Clark and Mr. Martins held a call with Mr. Braynin to inform him that the Cross Country board of directors believed the initial Aya proposal undervalued Cross Country. Messrs. Clark, Martins and Braynin then scheduled a call for later that afternoon with the Chief Financial Officers of each of Cross Country and Aya, during which the parties reviewed the value of potential cost synergies that could result from the proposed transaction.

On October 29, 2024, Mr. Martins and Mr. Braynin spoke telephonically, and Mr. Braynin reasserted Aya's interest in acquiring Cross Country and expressed a desire to review potential synergies again with Cross Country management.

Also on October 29, 2024, Mr. Martins met in-person with the Chief Executive Officer and Chief Financial Officer of a strategic industry participant (referred to herein as "Party E") who informed Mr. Martins that Party E was interested in a potential transaction with Cross Country. Mr. Martins informed Mr. Clark of this conversation, and the two discussed the fact that Party E had a substantial amount of outstanding indebtedness that had just been downgraded. The Cross Country board of directors, together with Cross Country management, subsequently determined that such a transaction would not be favorable for Cross Country and informed Party E that it was not interested in pursuing a potential transaction at such time.

On October 30, 2024, Cross Country management and Aya management spoke telephonically to review potential cost synergies. Following this call, Aya submitted a revised non-binding, written letter of intent for approximately $618.5 million, in cash, which implied a value of approximately $18.69 per issued and outstanding share of Cross Country common stock (the "second Aya proposal"), with no substantive changes to the previously proposed key deal terms. The closing price of Cross Country common stock on this date was $11.70. Mr. Clark subsequently reached out to Mr. Braynin to acknowledge receipt of the second Aya proposal and schedule a call to discuss such proposal.

Also on October 30, 2024, at the direction of the Cross Country board of directors, representatives of BofA Securities spoke with representatives of the financial advisor to Party C regarding a potential transaction between their respective clients.

On October 31, 2024, Mr. Clark spoke with Mr. Braynin telephonically regarding the second Aya proposal and the two reiterated Cross Country's focus on both maximizing value for its stockholders and ensuring closing certainty if the parties enter into an agreement for a proposed transaction. Following this discussion, Mr. Braynin verbally submitted a revised offer for approximately $630 million, in cash, which implied a value of approximately $19.16 per issued and outstanding share of Cross Country common stock (the "third Aya proposal"), with no other changes to the originally proposed key deal terms. Mr. Clark noted that he needed to review the third Aya proposal with the full Cross Country board of directors, and Mr. Braynin acknowledged that Aya would need to provide contractual protections to increase closing certainty and confirm that Aya had sufficient liquidity to pay the proposed merger consideration. Mr. Braynin inquired about the parties entering into a period of exclusivity, but Mr. Clark indicated that he did not think it was appropriate at this time but would discuss with the Cross Country board of directors. The closing price of Cross Country common stock on this date was $11.41.

Following this call, Mr. Clark spoke telephonically with certain members of the Cross Country board of directors and Cross Country management to provide an update on his discussion with Aya, during which the directors also (i) reviewed the financial projections (as defined below) prepared by or at the direction of Cross Country management (see the section titled "The Merger (Proposal 1)-Certain Unaudited Projected Financial Information") and

(ii) agreed that Cross Country management should continue negotiations with Aya based on the terms of the third Aya proposal, though after discussion, decided that Cross Country should not provide Aya with exclusivity. Later that day, the Audit Committee of the Cross Country board of directors held a meeting telephonically with members of Cross Country management to discuss the third Aya proposal as well as Cross Country's recent earnings.

Also on October 31, 2024, Cross Country management spoke with the President and Chief Executive Officer and other members of management of Party C to discuss potential cost synergies in connection with a potential transaction between the parties.

On November 1, 2024, Aya delivered an initial due diligence request list to Cross Country.

On November 1, 2024, Cross Country management met virtually with the Chief Executive Officer and Chief Financial Officer of Party C to review potential synergies.

Subsequently on November 1, 2024, Cross Country entered into a non-disclosure agreement with Party D to facilitate the exchange of confidential information in connection with the exploration of strategic opportunities involving Cross Country and Party D.

On November 2, 2024, representatives of Davis Polk sent an initial draft of the merger agreement to representatives of Procopio, Cory, Hargreaves & Savitch LLP ("Procopio"), outside legal counsel to Aya. On this same day, the President and CEO of Party C contacted representatives of BofA Securities to express its interest in reviewing a potential transaction between the parties more thoroughly.

On November 4, 2024, Mr. Clark spoke telephonically with certain members of the Cross Country board of directors to further review the financial projections. The Cross Country board of directors then held a virtual special meeting, which was also attended by Cross Country management and representatives of Cross Country's legal and financial advisors, to (i) approve the financial projections for use by BofA Securities in connection with its financial analysis and (ii) discuss management's recent conversations with Aya and the third Aya proposal. At this meeting, representatives of BofA Securities presented a preliminary financial analysis of the third Aya proposal. Representatives of BofA Securities also informed the Cross Country board of directors that Party C and Party D remained interested in exploring potential transactions with Cross Country, and that Party A had not expressed further interest in a potential transaction at that time. The Cross Country board of directors then directed Cross Country management to continue engaging with Aya, Party C and Party D.

On November 5, 2024, Cross Country management and representatives of BofA Securities held a meeting with the Chief Executive Officer and Chairman and certain advisors of Party D to discuss potential synergies in connection with a potential transaction between the parties. On November 7, 2024, representatives of BofA Securities met with members of Party D management and discussed the potential benefits of a transaction between Cross Country and Party D. Party D indicated they were reviewing the opportunity and planned to make a decision whether to pursue it in the near term.

On November 6, 2024, representatives of BofA Securities provided representatives of Aya and Procopio with access to a virtual data room.

During November 2024, representatives of Cross Country and Aya held a number of virtual meetings, with each party's legal and financial advisors in attendance for certain meetings, in which Cross Country management discussed certain diligence topics and answered other diligence questions from Aya.

On November 8, 2024, Mr. Martins met with Mr. Braynin in Dallas, Texas, during which Mr. Braynin proposed including a minimum cash requirement in the transaction terms. The parties also discussed current market trends at a high level. Also on November 8, 2024, Mr. Clark and representatives of Davis Polk had a discussion regarding various terms included in the merger agreement as well as the treatment of employee equity awards in a transaction.

Also on November 8, 2024, Mr. Martins met in-person with the Chief Executive Officer of Party D who noted that Party D remained interested in a potential transaction with Cross Country, but informed Mr. Martins that Party D's investors had other strategic priorities at that time and therefore any potential transaction would likely be significantly delayed.

On November 9, 2024, representatives of Party C informed representatives of BofA Securities that Party C was no longer interested in pursuing a transaction with Cross Country at that time. Representatives of BofA Securities subsequently informed Cross Country management of Party C's determination.

On November 12, 2024, the Cross Country board of directors held a regularly scheduled meeting at which members of Cross Country management were also present, during which the Cross Country board of directors reviewed, among other matters, Cross Country's financial performance for the third fiscal quarter of the year and potential closing costs for a transaction with Aya.

On November 13, 2024, the Chief Financial Officers of Cross Country and Aya spoke telephonically to further discuss potential synergies that could be realized in a potential transaction between Cross Country and Aya. Subsequently on November 13, 2024, Procopio sent back to Davis Polk a revised draft of the merger agreement.

Also on November 13, 2024, representatives of Party D informed representatives of BofA Securities that Party D was no longer interested in pursuing a transaction with Cross Country. Representatives of BofA Securities subsequently informed Cross Country management of Party D's determination.

On November 17, 2024, Mr. Braynin called Mr. Martins to discuss Cross Country's current liquidity and cash flow as well as potential closing costs. Subsequently on November 17, 2024, Davis Polk sent back to Procopio a revised draft of the merger agreement.

On November 18, 2024, Mr. Braynin called Mr. Martins to discuss contractual protections in the merger agreement related to closing certainty, including regulatory undertakings and a reverse termination fee.

On November 19, 2024, members of Cross Country management met virtually with representatives of Davis Polk and BofA Securities to discuss the general status of the various transaction documents and the other key terms of the third Aya proposal.

On November 20, 2024, Mr. Martins and Mr. Braynin discussed various key outstanding issues, including Cross Country's cash flow, diligence matters involving certain litigation to which Cross Country is a party and insurance coverage. Subsequently on November 20, 2024, Davis Polk sent an initial draft of the disclosure schedules to the merger agreement to Procopio.

On November 21, 2024, representatives from Davis Polk and Procopio met virtually to discuss various outstanding issues in the merger agreement. Following this call, representatives of Davis Polk reviewed this discussion with Cross Country management.

On November 22, 2024, Procopio sent a revised draft of the merger agreement back to Davis Polk, and Cross Country management met virtually with representatives of Davis Polk to review the key issues presented in the revised draft, including the regulatory efforts provisions (which proposed a $5 million reverse termination fee).

On November 23, 2024, Mr. Clark and Mr. Martins held a call with Mr. Braynin to discuss outstanding issues, recent industry trends and certain litigation to which Cross Country is a party.

On November 24, 2024, members of Cross Country and Aya management, together with representatives of Davis Polk and Procopio, held a virtual meeting during which the parties extensively negotiated the key outstanding issues in the merger agreement, including the purchase price, the regulatory efforts provisions (including the amount of the reverse termination fee), Cross Country's cash position and the employee maintenance provisions. At the meeting, Aya verbally reduced its offer from an aggregate purchase price of $630 million to $608 million citing concerns about Cross Country's cash position and recent performance. Cross Country management countered with a proposed aggregate purchase price of approximately $620 million, subject to approval by the Cross Country board of directors. The parties agreed that Mr. Clark would call Mr. Braynin later that evening after speaking with other members of Cross Country management. Following such discussions, Mr. Clark and Mr. Braynin spoke and discussed a purchase price of $615 million, which resulted in an implied per share purchase price of $18.61 on a fully diluted basis, together with a $20 million reverse termination fee payable by Aya in certain circumstances.

On November 25, 2024, the Cross Country board of directors held a virtual special meeting, at which members of Cross Country management and representatives of Davis Polk and BofA Securities were also present to discuss the status of negotiations with Aya. Representatives of Davis Polk then updated the Cross Country board of directors as to the status of outstanding issues in the transaction documents, including closing certainty provisions.

From November 26, 2024 through December 2, 2024, Davis Polk and Procopio exchanged revised drafts of the merger agreement and the other transaction documents and continued to negotiate the terms of such documents.

On December 2, 2024, representatives of Davis Polk, representatives of Procopio and a member of Aya management met virtually to negotiate certain final outstanding issues in the merger agreement, including closing certainty provisions, termination fee triggers, damages and remedies and certain representations and warranties being made by Cross Country.

On December 3, 2024, the Cross Country board of directors held a virtual special meeting to vote on the proposed merger agreement and other related matters, at which meeting members of Cross Country management and representatives of BofA Securities and Davis Polk were also present. At the meeting, representatives of Davis Polk reviewed with the Cross Country board of directors its fiduciary duties in considering the proposed transaction, as well as the terms of the proposed final merger agreement (a substantially final version of which was provided to the Cross Country board of directors prior to the meeting), and updated the Cross Country board of directors as to the resolution of key issues in such agreements. Representatives of Davis Polk also reviewed the potential timing for key workstreams to be undertaken prior to closing, including antitrust submissions and the filing of the proxy statement. Representatives of BofA Securities then reviewed its financial analysis of the proposed transaction and, at the request of the Cross Country board of directors, rendered its oral opinion, which was confirmed by delivery of a written opinion dated December 3, 2024, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications described in the written opinion, the merger consideration to be received by holders of Cross Country common stock in the merger was fair, from a financial point of view, to such holders. Representatives of Davis Polk then summarized for the members of the Compensation Committee certain key terms of the merger agreement related to the proposed treatment of the company restricted stock awards and the company performance stock awards, the termination of the Cross Country stock plans to be effective as of immediately prior to the closing (and contingent upon such closing) and other matters. The Compensation Committee of the Cross Country board of directors then unanimously approved the resolutions related to the foregoing matters. The Cross Country board of directors then unanimously (i) determined that the merger agreement, the other transaction documents and the proposed transaction, on the terms and subject to the conditions set forth in the merger agreement, were fair to and in the best interests of Cross Country and its stockholders, (ii) declared that the merger agreement, the other transaction documents and the proposed transaction were advisable, (iii) approved the merger agreement and the other transaction documents, the execution and delivery by Cross Country of the merger agreement and the other transaction documents and the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the proposed transaction, on the terms and subject to the conditions contained in the merger agreement; (iv) subject to its ability to make an adverse recommendation change and terminate the merger agreement, directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved, subject to its ability to make an adverse recommendation change, to recommend adoption of the merger agreement and the proposed transaction to the stockholders of Cross Country.

Late in the evening of December 3, 2024, the parties exchanged final versions of all transaction documents and the merger agreement was executed and delivered. Prior to the market opening in the morning of December 4, 2024, at 7:45 a.m., Cross Country and Aya issued a joint press release to announce the proposed transaction.

Cross Country's Reasons for the Merger; Recommendation of Cross Country's Board of Directors

At its December 3, 2024 meeting held to evaluate the merger, the Cross Country board of directors unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders. The Cross Country board of directors recommends that Cross Country stockholders vote:

In evaluating the merger agreement and merger and arriving at its determination, the Cross Country board of directors consulted with Cross Country's senior management, representatives of Cross Country's financial advisor,

BofA Securities, and Cross Country's outside legal counsel, Davis Polk, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to Cross Country and Cross Country stockholders. The Cross Country board of directors believed that, taken as a whole, the following factors (not in any relative order of importance) supported its decision to approve the merger:

The Cross Country board of directors also considered certain potentially negative factors in its deliberations concerning the merger, including the following (not in any relative order of importance):

goodwill with material counterparties, and the other restrictions on Cross Country's activities and operations prior to completion of the merger. The Cross Country board of directors considered that such restrictions may delay or prevent Cross Country from pursuing business strategies or opportunities that may arise pending completion of the merger.

The Cross Country board of directors concluded that the potentially negative factors associated with the merger were significantly outweighed by the potential benefits that it expected Cross Country stockholders would achieve as a result of the merger. The Cross Country board of directors believed that the merger would maximize the immediate value of the shares held by Cross Country stockholders and minimize the risks and uncertainty affecting the future prospects of Cross Country, including the potential execution risks associated with its standalone financial plan. Accordingly, the Cross Country board of directors unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders.

In addition, the Cross Country board of directors was aware of and considered the interests that Cross Country's directors and executive officers may have with respect to the merger that differ from, or are in addition to, the interests of Cross Country stockholders generally, as described below under "-Interests of Cross Country's Directors and Executive Officers in the Merger."

The foregoing discussion of the information and factors considered by the Cross Country board of directors is not exhaustive, but Cross Country believes it includes all the material factors considered by the Cross Country board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Cross Country board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Cross Country board of directors viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The Cross Country board of directors based its unanimous recommendation on the totality of the information presented.

This explanation of Cross Country's reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under "Cautionary Statement Regarding Forward-Looking Statements."

Opinion of BofA Securities

Cross Country retained BofA Securities to act as its financial advisor in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Cross Country selected BofA Securities to act as its financial advisor in connection with the merger on the basis of BofA Securities' experience in transactions similar to the merger, its reputation in the investment community and its familiarity with Cross Country and its business.

On December 3, 2024, at a meeting of the Cross Country board of directors held to evaluate the merger, representatives of BofA Securities delivered to the Cross Country board of directors the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated December 3, 2024, to the effect that, as of the date of the opinion and based on and subject to the factors and assumptions set forth in the written opinion, the merger consideration to be received in the merger by holders of Cross Country common stock was fair, from a financial point of view, to such holders.

The full text of BofA Securities' written opinion to the Cross Country board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. BofA Securities delivered its opinion to the Cross Country board of directors for the benefit and use of the Cross Country board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Cross Country or in which Cross Country might engage or as to the underlying business decision of Cross Country to proceed with or effect the merger. BofA Securities' opinion does not constitute a recommendation as to how any holder of Cross Country common stock should vote or act in connection with the merger or any related matter.

In connection with rendering its opinion, BofA Securities has, among other things:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Cross Country that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in

any material respect. With respect to the financial projections, BofA Securities was advised by Cross Country, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Cross Country as to the future financial performance of Cross Country and the other matters covered thereby. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Cross Country or any other entity, nor did it make any physical inspection of the properties or assets of Cross Country or any other entity. BofA Securities did not evaluate the solvency or fair value of Cross Country, Parent, Aya or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Cross Country, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Cross Country, Parent, Aya or any other entity or the merger (including the contemplated benefits thereof). BofA Securities also assumed, at the direction of Cross Country, that the final executed merger agreement would not differ in any material respect from the draft merger agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, any related transaction or any terms, aspects, or implications of any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise. BofA Securities' opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by holders of Cross Country common stock and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Cross Country or in which Cross Country might engage or as to the underlying business decision of Cross Country to proceed with or effect the merger. In addition, BofA Securities expressed no view or opinion with respect to, and BofA Securities relied, with the consent of Cross Country, upon the assessments of Cross Country and its representatives regarding legal, regulatory, accounting, tax and similar matters relating to Cross Country or any other entity or the merger (including the contemplated benefits thereof) as to which BofA Securities understood that Cross Country obtained such advice as it deemed necessary from qualified professionals. BofA Securities further expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any related matter.

BofA Securities' opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. The credit, financial and stock markets were experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on Cross Country, Parent, Aya or the merger. It should be understood that subsequent developments may affect BofA Securities' opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities' opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, Cross Country imposed no other instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below in the section titled "Summary of Material Financial Analyses" represents a brief summary of the material financial analyses presented by BofA Securities to the Cross Country board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Financial Analyses

Selected Publicly Traded Companies Analysis

BofA Securities reviewed publicly available financial and stock market information for Cross Country and AMN Healthcare Services, Inc. ("AMN"), a publicly traded healthcare staffing company.

BofA Securities reviewed, among other information, AMN's enterprise value, calculated as equity value based on the closing stock price on December 2, 2024, plus debt, preferred equity and non-controlling interest (as applicable), and minus cash and cash equivalents (as applicable), as a multiple of AMN's estimated adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"), for each of calendar years 2024 and 2025, respectively. Financial data of AMN were based on public filings and publicly available Wall Street research analysts' estimates published by FactSet as of December 2, 2024. BofA Securities also calculated and compared the average enterprise value to next-twelve-month ("NTM") adjusted EBITDA multiples for AMN and for Cross Country, respectively, (i) for the period beginning on January 2024 and ended December 2, 2024 ("YTD"), (ii) for the one-year, two-year, three-year, five-year and ten-year periods ended December 2, 2024, (iii) for the period beginning on December 2014 and ended December 2019 ("5 years pre-COVID"), (iv) for the period beginning on February 2020 and ended December 2021 ("COVID Period"), (v) for the period beginning on February 2020 and ended December 2024 ("Post-COVID Period") and (vi) as of December 2, 2024. Financial data of Cross Country and AMN in this review were based on public filings and publicly available Wall Street research analysts' estimates published by FactSet as of December 2, 2024.

The 2024 and 2025 enterprise value to adjusted EBITDA multiples observed for AMN were as follows:

The current and historical average enterprise value to NTM Adjusted EBITDA multiples observed for AMN and for Cross Country were as follows:

Based on BofA Securities' review of the enterprise value to adjusted EBITDA multiples observed for AMN, the current and historical enterprise value to NTM EBITDA multiples for AMN and Cross Country, respectively, and on its professional judgment and experience, BofA Securities applied (i) an enterprise value to EBITDA multiple reference range of 5.0x to 7.5x to Cross Country's estimated adjusted EBITDA for 2024 and (ii) an enterprise value to EBITDA multiple reference range of 7.0x to 10.5x to Cross Country's estimated adjusted EBITDA for 2025, in each case, based on the financial projections, to calculate ranges of implied enterprise values for Cross Country. BofA Securities then calculated implied ranges of equity values per share for Cross Country (rounded to the nearest $0.05) by adding to the ranges of implied enterprise values an estimate of the net cash of Cross Country as of the closing of the merger and dividing the results by a number of fully-diluted shares of Cross Country common stock estimated to be outstanding as of the closing of the merger, in each case, as provided by the management of Cross Country.

This analysis indicated the following approximate implied equity value reference ranges per share for Cross Country, as compared to the merger consideration and closing price per share of Cross Country common stock as of December 2, 2024, which was the day prior to the last trading day before the announcement of the merger:

No selected publicly traded company used in this analysis is identical or directly comparable to Cross Country. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Cross Country was compared.

Selected Precedent Transactions Analysis

BofA Securities reviewed, to the extent publicly available, financial information relating to the following selected transactions involving companies in the healthcare staffing industry announced since 2010:

BofA Securities reviewed the enterprise values implied for each target company, based on the consideration payable in the selected transaction, as a multiple of each respective target company's EBITDA for the twelve-month period immediately preceding the announcement of each respective transaction ("LTM"). Financial data relating to each of the selected transactions was based on publicly available information. The overall low to high enterprise value to LTM EBITDA multiples of the target companies in the selected transactions were 8.9x to 11.5x (with a mean of 10.7x and a median of 11.0x).

Based on BofA Securities' review of the enterprise value to LTM EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities applied an enterprise value to EBITDA multiple reference range of 9.0x to 11.5x to an estimate of Cross Country's twelve month run rate adjusted EBITDA (calculated as Cross Country's adjusted EBITDA in the third fiscal quarter of 2024, as provided by the management of Cross Country, multiplied by four). BofA Securities then calculated an implied range of equity values per share for Cross Country (rounded to the nearest $0.05) by adding to the range of implied enterprise values an estimate of Cross Country's net cash as of the closing of the merger and dividing the results by a number of fully-diluted shares of Cross Country common stock estimated to be outstanding as of the closing of the merger, in each case, as provided by the management of Cross Country.

This analysis indicated the following approximate implied equity value reference range per share for Cross Country, as compared to the merger consideration and the closing price per share of Cross Country common stock on December 2, 2024, which was the day prior to the last trading day before the announcement of the merger:

No selected precedent transaction used in this analysis or the applicable target company is identical or directly comparable to the merger or Cross Country. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics, market conditions and other factors that could affect the acquisition or other values of the companies or transactions to which Cross Country and the merger were compared.

Discounted Cash Flow Analysis

BofA Securities performed a discounted cash flow analysis of Cross Country to calculate a range of implied present values per share of Cross Country common stock utilizing estimates of the standalone, unlevered, after-tax free cash flows Cross Country was expected to generate over the period from January 1, 2025 through December 31, 2029, based on the financial projections. BofA Securities calculated a terminal value for Cross Country by applying a selected perpetuity growth rate range of 3.0% to 4.0%, based on BofA Securities' professional judgment and experience, to the terminal year unlevered free cash flows based on the financial projections. The unlevered free cash flows and the terminal values were discounted to December 31, 2024, utilizing the mid-year discounting convention, and using discount rates ranging from 9.75% to 11.75%, which were based on an estimate of Cross Country's weighted average cost of capital, derived using the capital asset pricing model.

BofA Securities then calculated an implied equity value per share reference range for Cross Country (rounded to the nearest $0.05) by adding to this range of implied enterprise values an estimate of Cross Country's net cash as of the closing of the merger and dividing the results by a number of fully-diluted shares of Cross Country common stock estimated to be outstanding as of the closing of the merger, in each case, as provided by the management of Cross Country.

This analysis indicated the following approximate implied equity value reference range per share for Cross Country, as compared to the merger consideration and the closing price per share of Cross Country common stock on December 2, 2024, which was day prior to the last trading day before the announcement of the merger:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities' financial analyses with respect to its opinion, but were referenced solely for informational purposes, including, among other things, the following:

52-Week Trading Range. BofA Securities reviewed the trading range of Cross Country common stock for the 52-week period ended December 2, 2024, which was $9.81 to $23.52 per share of Cross Country common stock.

Six-Month Trading Range. BofA Securities reviewed the trading range of Cross Country common stock for the six-month period ended December 2, 2024, which was $9.81 to $18.24 per share of Cross Country common stock.

Wall Street Analysts' Price Targets. BofA Securities reviewed certain publicly available equity research analyst price targets for shares of Cross Country common stock, which indicated a present value of $10.85 to $17.15 per share of Cross Country common stock when discounted by one year at Cross Country's estimated mid-point cost of equity of 10.75%, derived using the capital asset pricing model.

Premia Calculations. BofA Securities reviewed, among other things, the premia paid in all-cash acquisition transitions announced since January 1, 2014 involving a public company based in the United States as the target

where the disclosed enterprise value for the transaction was between $500 million and $1.5 billion, in relation to each target company's closing share price on the day prior to announcement of the applicable transaction. Based on this review and its professional judgment and experience, BofA Securities applied an illustrative premia reference range of 25.0% to 55.0% to the closing price per share of Cross Country common stock on December 2, 2024, which was the day prior to the last trading day before the announcement of the merger, of $11.52, to derive an implied equity value reference range per share for Cross Country (rounded to the nearest $0.05) of $14.40 to $17.85 per share of Cross Country common stock.

Miscellaneous

As noted above, the discussion set forth above in the section titled "Summary of Material Financial Analyses" represents a brief summary of the material financial analyses presented by BofA Securities to the Cross Country board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities' analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Cross Country. The estimates of the future performance of Cross Country in or underlying BofA Securities' analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities' analyses. These analyses were prepared solely as part of BofA Securities' analysis of the fairness, from a financial point of view, to the holders of shares of Cross Country common stock of the merger consideration to be received by such holders in the merger and were provided to the Cross Country board of directors in connection with the delivery of BofA Securities' opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities' view of the actual values of Cross Country or Cross Country common stock.

The type and amount of consideration payable in the merger was determined through negotiations among Cross Country, Parent and Aya, rather than by any financial advisor, and was approved by the Cross Country board of directors. The decision to enter into the merger was that of the Cross Country board of directors. As described above in the section titled "-Cross Country's Reasons for the Merger; Recommendation of Cross Country's Board of Directors"), BofA Securities' opinion was only one of many factors considered by the Cross Country board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Cross Country board of directors, Cross Country's management or any other party with respect to the merger or the merger consideration.

Cross Country has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee of approximately $10 million, $2 million of which was payable upon delivery of BofA Securities' opinion and the remainder of which is payable contingent upon consummation of the merger. In addition, Cross Country has agreed to reimburse certain of BofA Securities' expenses arising, and to indemnify BofA Securities against certain liabilities that may arise, out of BofA Securities' engagement.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions,

finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Cross Country, Parent, Aya and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Cross Country and have received or in the future may receive compensation for the rendering of these services, including (i) providing foreign exchange, commercial card, deposit accounts and other treasury and liquidity products, and (ii) providing certain fixed income markets products. From November 2022 through October 2024, BofA Securities and its affiliates derived aggregate revenues from Cross Country and certain of its subsidiaries of approximately $1.2 million for corporate and/or investment banking services. As of December 3, 2024, BofA Securities and its affiliates directly owned in a non-fiduciary capacity shares of Cross Country common stock, which as of the close of trading on such date, had a market value of approximately $4 million (which constituted less than 1% of Cross Country's outstanding common stock as of such date).

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Aya and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as lender in connection with certain short term credit facilities and providing certain standby letters of credit. From November 2022 through October 2024, BofA Securities and its affiliates derived aggregate revenues from Aya of approximately $1.6 million for corporate and/or investment banking services. BofA Securities believes, based on the information available to it as of the date of its opinion, that the aggregate revenues BofA Securities and its affiliates will derive from Aya and its affiliates for concurrent investment and corporate banking services, will be less than the fee payable to BofA Securities by Cross Country for its services in connection with the merger.

Certain Unaudited Projected Financial Information

While Cross Country has from time to time provided limited financial guidance to investors, Cross Country management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the review of strategic alternatives, including the merger, Cross Country senior management prepared and provided certain unaudited non-public financial projections regarding Cross Country, on a standalone basis without giving effect to the merger, for calendar years 2024 through 2029 (collectively, the "financial projections") to the Cross Country board of directors. Such financial projections were approved by the Cross Country board of directors for BofA Securities' use and reliance in connection with its financial analysis and opinion to the Cross Country board of directors (as more fully described above under the section titled "-Opinion of BofA Securities"). These financial projections were also provided to Aya in connection with its customary due diligence.

A summary of the financial projections is included below to give Cross Country stockholders access to certain information that was considered by the Cross Country board of directors for purposes of evaluating the merger. These financial projections are not, and should not be viewed as, public guidance or even targets.

The financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond Cross Country's control. The financial projections reflect numerous estimates, assumptions and judgments made by Cross Country management that Cross Country management considered to be reasonable based on information available at the time the financial projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Cross Country's business, all of which are difficult to predict and many of which are beyond Cross Country's control. There can be no assurances that the financial projections accurately reflect future trends or accurately estimate Cross Country's future financial and operating performance. The financial projections also reflect assumptions as to certain business decisions that are subject to change, disregard future potential acquisitions and assume there will be no material changes in Cross Country's spend, including pursuant to any significant contracts that may be awarded to Cross Country. Important factors that may affect actual results and cause the financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to Cross Country's business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, availability of labor, general business, economic and regulatory conditions, changes in actual or projected cash flows, competitive

pressures and changes in tax laws or accounting treatment and other factors described in or referenced under the section titled "Cautionary Statement Regarding Forward-Looking Statements" and those risks and uncertainties detailed in Cross Country's public filings with the SEC. Further, the financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a healthcare staffing company is a highly speculative endeavor. Since the financial projections cover a long period of time, the financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of Cross Country's services.

The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles in the United States ("GAAP").

Neither Cross Country's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The financial projections are not being included in this proxy statement in order to influence any Cross Country stockholder's decision as to whether or not to approve the merger or whether or not to seek appraisal rights with respect to shares of Cross Country common stock held by such stockholder. The summary of the financial projections is being included in this proxy statement solely because these financial projections were made available to the Cross Country board of directors, BofA Securities and Aya.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger, merger-related expenses or any changes to operation that may be implemented in connection with the pendency, or following the consummation, of the merger. The financial projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the financial projections in this proxy statement should not be regarded as an indication that Cross Country or any of its affiliates, advisors (including BofA Securities) or representatives considered or consider the financial projections to be predictive of actual future events, and the financial projections should not be relied on as such. None of Cross Country or any of its affiliates, advisors (including BofA Securities), officers, directors or representatives can give any assurance that actual results will not differ from these financial projections. The financial projections summarized in this section reflected the estimates and judgments available to Cross Country's management at the time they were prepared and have not been updated to reflect any changes since such financial forecasts were prepared. None of Cross Country or any of its affiliates, advisors (including BofA Securities), officers, directors or representatives undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error or no longer appropriate. Cross Country does not intend to make publicly available any update or other revisions to the financial projections, except as required by law. None of Cross Country or any of its affiliates, advisors (including BofA Securities), officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of Cross Country compared to the information contained in the financial projections or that the projected results will be achieved.

Cross Country stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this proxy statement.

The financial projections incorporate certain financial measures which are not GAAP measures, including Adjusted EBITDA (as defined below). Cross Country's management included forecasts of Adjusted EBITDA in the financial projections because Cross Country's management believes Adjusted EBITDA provides useful information because it is commonly used by investors to assess financial performance and operating results of ongoing business operations, and because Cross Country's management also believes that Adjusted EBITDA is useful in evaluating the business, potential operating performance and cash flow of Cross Country. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The footnotes to the table below provide certain supplemental information with respect to the calculation of these

non-GAAP financial measures. Cross Country's calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC's definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by BofA Securities in connection with its financial analysis and opinion to the Cross Country board of directors (as described in the section titled "-Opinion of BofA Securities") or by the Cross Country board of directors. Accordingly, a reconciliation of the financial measures included in the financial projections is not provided.

Subject to the foregoing qualifications, a summary of the financial projections is set forth below:

For additional information on Cross Country's actual results and historical financial information, see the section titled "Where You Can Find More Information."

Interests of Cross Country's Directors and Executive Officers in the Merger

In considering the recommendation of the Cross Country board of directors that Cross Country stockholders vote "FOR" (1) the merger agreement proposal and (2) merger-related compensation proposal, Cross Country stockholders should be aware that the directors and executive officers of Cross Country may have interests in the merger that may be different from, or in addition to, those of Cross Country stockholders generally.

These interests are described below, and certain of them are quantified below. The Cross Country board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the Cross Country stockholders.

Treatment of Cross Country Equity Awards

Each of Cross Country's directors and executive officers holds Cross Country restricted stock awards and/or Cross Country performance stock awards. Effective as of immediately prior to the effective time, the outstanding Cross Country equity awards will be treated as follows:

Cross Country common stock subject to such Cross Country performance stock award and (y) granted in 2023 and 2024 will be deemed vested with respect to fifty percent (50%) of the target number of shares of Cross Country common stock subject to such Cross Country performance stock award, and each such vested Cross Country performance stock award will be canceled and converted into the right to receive an amount in cash (without interest) equal to (A) the number of shares of Cross Country common stock subject to such vested Cross Country performance stock award immediately prior to the effective time multiplied by (B) the merger consideration, less any applicable withholding taxes and (ii) each Cross Country performance stock award or portion thereof that is not a vested Cross Country performance stock award will be cancelled and forfeited for no consideration.

The table below sets forth the estimated value (on a pre-tax basis) that would be realized by each of Cross Country's executive officers and non-employee directors in respect of the Cross Country restricted stock awards and Cross Country performance stock awards held by such individuals assuming the merger were to be completed on January 3, 2025 and based on the treatment described above and a per share price of Cross Country common stock of $18.61. Depending on the date upon which the closing of the merger actually occurs, certain Cross Country restricted stock awards and Cross Country performance stock awards that are unvested as of the date of this proxy statement and that are included in the table below may vest pursuant to their terms, without regard to the merger. For additional information regarding shares of Cross Country common stock held by Cross Country executive officers and non-employee directors, see the section titled "Security Ownership of Certain Beneficial Owners and Management."

These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the closing of the merger following the date of this proxy statement and therefore may be different from the actual amounts received by Cross Country's executive officers and non-employee directors.

Executive Severance Plan

Each of Cross Country's executive officers (other than Ms. Grieco) is a participant in and eligible for severance payments and benefits under Cross Country's Executive Severance Plan (the "Severance Plan", and such participating executive officers, the "Participating Executives"). Under the Severance Plan, if during the period commencing 90 days before and ending 18 months after the date of a "change of control" (as defined in the

Severance Plan and which would include the merger), a Participating Executive's employment is terminated by Cross Country without "cause" or by the executive for "good reason" (each as defined in the Severance Plan or a Participating Executive's individual employment agreement, as applicable), such executive would receive:

Receipt of the severance payments and benefits described above (other than with respect to equity acceleration) is conditioned upon the Participating Executive's execution and non-revocation of a release of claims in favor of Cross Country and its affiliates. In addition, payments and benefits under the Severance Plan are subject to the enforcement of any restrictive covenants (including, without limitation, as to confidentiality, non-competition and non-solicitation) to which the Participating Executive is subject.

The Severance Plan also provides that if a Participating Executive would be subject to an excise tax under Section 4999 of the Code, the benefits to such executive will be reduced to the amount that does not trigger the excise tax, unless the executive would retain greater value (on an after-tax basis) by receiving all benefits and paying the applicable excise, income and payroll taxes.

Any executive officer who does not participate in the Severance Plan is eligible for severance in the event their employment is terminated by Cross Country without cause in an amount equal to three months of then-current base salary, subject to the executive's execution and non-revocation of a release of claims. The aggregate value of the severance payments and benefits (not including any value in respect of accelerated equity awards) that would be paid or become payable to the executive officers if the effective time of the merger occurred on January 3, 2025 and they all experienced a qualifying termination of employment under the applicable arrangements at such time would have been approximately $10,509,800.

Indemnification and Insurance

Under the merger agreement, for a period of six years following the effective time, Parent is required to maintain in effect all provisions in the organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability and indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of December 3, 2024.

Prior to the effective time, Cross Country will (or if Cross Country is unable to, Parent will cause the surviving corporation to) purchase a directors' and officers' liability insurance and fiduciary liability insurance "tail" policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Cross Country's existing policies as of December 3, 2024, with a one-time cost not in excess of 300% of the last annual premium for Cross Country's existing policies, and if the cost of such "tail" insurance policy would otherwise exceed such amount, the surviving corporation must purchase a policy with the greatest coverage available for a cost not exceeding such amount.

Parent and its subsidiaries are required to not amend, repeal or otherwise modify any such rights in any manner that would adversely affect any rights of such persons.

See the section titled "The Merger Agreement-Directors' and Officers' Indemnification and Insurance."

Quantification of Potential Payments and Benefits to Cross Country's Named Executive Officers in Connection with the Merger

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the merger that Cross Country's named executive officers could receive in connection with the merger (other than with respect to Daniel White, who is a named executive officer in Cross Country's 2024 annual proxy statement but whose employment with Cross Country terminated on March 31, 2024 and who will not receive any compensation or benefits in connection with the merger). Such amounts have been calculated assuming that:

The payments and benefits described below are calculated based on, to the extent applicable, the terms of the merger agreement and the Severance Plan. See sections above under "-Treatment of Cross Country Equity Awards" and "-Executive Severance Plan," for a description of the treatment of the equity awards held by the named executive officers and the terms of the Severance Plan. The amounts below do not include the value of benefits which the named executive officers are already entitled to or vested in as of the date of the merger without regard to the occurrence of a change in control. These amounts are estimates based on multiple assumptions (including those set forth above) that may or may not actually occur and they do not attempt to forecast any additional equity award grants, vesting, issuances or forfeitures that may occur after the date of this proxy statement but before the effective time. As a result of the foregoing assumptions, including the assumptions described in the footnotes to the table, the actual amounts received by Cross Country's named executive officers may be different from the amounts set forth below.

Golden Parachute Compensation

280G Mitigation Actions

Under the merger agreement, Cross Country may implement tax planning strategies for the purpose of mitigating the impact of Sections 280G and 4999 of the Code and thereby preserve certain compensation-related tax deductions that might otherwise be disallowed. Any such tax planning strategies will not include a gross-up of any excise taxes under Section 4999 of the Code. As of the date of this proxy statement, the implementation of any such tax planning strategies has not been determined.

Regulatory Clearances and Approvals Required for the Merger

The completion of the merger is conditioned on, among other things, the expiration or termination of any applicable waiting period (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Subject to the terms and conditions of the merger agreement, each of Cross Country and Parent has agreed to use reasonable best efforts to take, or cause their affiliates to take, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement as soon as practicable, including preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by the merger agreement as soon as practicable (the notices, authorizations, registrations, approvals, orders, permits, confirmations, clearances, consents and waiting period expirations or terminations from such governmental authorities with respect to the merger, collectively, the "required regulatory approvals").

The merger cannot be completed until any applicable waiting period (and any extensions thereof) under the HSR Act relating to the merger, and any commitment to, or agreement (including any timing agreement) that was mutually agreed by Parent and Cross Country with, any governmental authority to delay the consummation of, or not to consummate before a certain date, any of the transactions contemplated by the merger agreement, have expired or been terminated. There can be no assurance that a challenge to the merger on regulatory grounds by a governmental authority or private party will not be made or, if such a challenge is made, that it would not be successful.

If any objections are asserted with respect to the transactions contemplated by the merger agreement under the HSR Act and all other applicable laws that are designed or intended to prohibit, restrict or regulate foreign investment or mergers or acquisitions, antitrust, monopolization, lessening of competition or restraint of trade (collectively, "competition laws") or in connection with any required regulatory approval, or if any proceeding is instituted or threatened by any governmental authority or, with respect to any competition law, a third party challenging any of the transactions contemplated by the merger agreement, Parent and Cross Country have agreed to take, or cause to be taken (including by causing their Affiliates to take), all reasonable actions necessary to resolve such objections as

promptly as practicable. Without limiting the generality of the foregoing, in connection with any such objection or proceeding, but subject to the following sentence, Cross Country and Parent will, and will cause their subsidiaries and affiliates to, take all actions as may be necessary to obtain any authorization, consent or approval of a governmental authority or to avoid or eliminate any impediments under the HSR Act or any such other competition law or in connection with any required regulatory approval so as to enable the consummation of the transactions hereby to occur as promptly as practicable and in any event no later than the end date (as defined below), including, solely with respect to the Cross Country and its subsidiaries (or their respective businesses) to (i) hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Cross Country or any of its subsidiaries, (ii) terminate, amend or assign any investments or other existing relationships, or any contractual rights or obligations, (iii) terminate any venture or other arrangement, (iv) grant any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any third party, (v) impose limitations on Cross Country or any of its subsidiaries with respect to how they own, retain, conduct or operate their respective businesses or assets, or (vi) effectuate any other change or restructuring of Cross Country or any of its subsidiaries (clauses (i) through (vi), a "divestiture action").

Cross Country has agreed to reasonably cooperate in all respects with Parent and Merger Sub in connection with Parent and Merger Sub's efforts to contest and resist (i) any administrative or judicial proceeding that is initiated or threatened to be initiated challenging the merger agreement or the consummation of the transactions contemplated thereby (including seeking to have any stay or temporary restraining order entered by any court or other governmental authority vacated or reversed) and (ii) any request for the entry of, and to seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated by the merger agreement. However, none of Parent, Merger Sub, or any of their respective affiliates will be required to (i) litigate any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the transactions contemplated by the merger agreement, except that Parent and Cross Country will be required to respond to and comply with any request for additional information or documentary material pursuant to the HSR Act issued by a governmental authority, or (ii) agree to any divestiture action (1) that would reasonably be expected to be materially adverse to Aya and its subsidiaries, taken as a whole, after giving effect to the merger, (2) that is not solely limited to Cross Country and its subsidiaries or (3) that is not conditioned upon the consummation of the merger. At the request of Parent, Cross Country will agree to any divestiture action relating to Cross Country and its subsidiaries, except that Cross Country and its subsidiaries will not be required to agree to any divestiture action that is not conditioned upon the consummation of the merger.

Parent, in consultation with Cross Country, is entitled to direct negotiations (i) with governmental authorities regarding the clearances and approvals of the merger under the HSR Act and (ii) with third parties relating to any divestiture actions, so long as Parent's actions in connection therewith are otherwise in accordance with Parent's obligations under this section.

On December 17, 2024, each of Cross Country and Parent filed a notification of the proposed merger with the FTC and the Antitrust Division under the HSR Act. The waiting period will expire on January 16, 2025 at 11:59 p.m. EasteTime, unless it is extended by a request from the FTC or the Antitrust Division for additional information and documentary material (a "second request") or terminated earlier or if Parent pulls and refiles its notification or commits not to close for some additional period of time.

Although the parties expect that the required regulatory approvals will be obtained, the parties cannot assure you that such approvals will be timely obtained or obtained at all or that the granting of regulatory approvals will not involve the imposition of additional conditions on the completion of the merger, or a commitment or agreement to take remedial actions, including divesting assets or businesses, creating, modifying or transferring contractual rights or obligations or entering into supply or services agreements. Any such requirements could result in the conditions to the merger not being satisfied.

Accounting Treatment

The merger will be accounted for as a "purchase transaction" for financial accounting purposes.

Delisting and Deregistration of Cross Country Common Stock

Prior to the effective time, Cross Country has agreed to cooperate with Aya and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and the rules and policies of Nasdaq to enable delisting by the surviving corporation

of Cross Country common stock from Nasdaq and the deregistration of Cross Country common stock and the suspension of Cross Country's reporting obligations under the Exchange Act as promptly as practicable after the effective time.

Appraisal Rights of Cross Country Stockholders

Cross Country stockholders who do not vote in favor of approval of the merger agreement proposal, who continuously hold their shares of Cross Country common stock and who otherwise comply precisely with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of Cross Country common stock, as determined by the Delaware Court of Chancery, if the merger is completed, in lieu of receiving the merger consideration in respect of such shares. The "fair value" of your shares of Cross Country common stock as determined by the Delaware Court of Chancery could be greater than, the same as or less than the value of the merger consideration that you would otherwise be entitled to receive under the terms of the merger agreement. Cross Country stockholders who wish to exercise the right to seek an appraisal of their shares must so advise Cross Country by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the merger agreement proposal, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of Cross Country common stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps summarized in this proxy statement and in a timely manner to perfect appraisal rights.

The text of Section 262 of the DGCL is attached as Annex C to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, Cross Country stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

Litigation Related to the Merger

As of the date of this proxy statement, there are no pending lawsuits challenging the merger. However, potential plaintiffs may file lawsuits challenging the merger. The outcome of any future litigation is uncertain.

Such litigation, if not resolved, could prevent or delay consummation of the merger and result in substantial costs to Cross Country, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the merger is the absence of any order issued by any governmental authority that prohibits, renders illegal or permanently enjoins the consummation of the merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the merger on the agreed-upon terms, then such injunction may prevent the merger from being consummated, or from being consummated within the expected time frame.

Cross Country has agreed to give Parent the opportunity to consult with Cross Country and to keep Parent reasonably apprised with respect to the defense or settlement of any litigation or proceedings against Cross Country or any of its directors or officers relating to the merger agreement, the merger and the other transactions contemplated by the merger agreement, including by giving Parent an opportunity to participate in (at Parent's expense), but not control, such litigation or other proceedings. Further, Cross Country has agreed not to settle or offer to settle any stockholder litigation without Parent's prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

THE MERGER AGREEMENT

The following describes the material provisions of the merger agreement, which is attached as Annex A to this proxy statement and is incorporated by reference herein. The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Cross Country encourages you to read carefully the merger agreement in its entirety before making any decisions regarding the merger as it is the legal document governing the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Cross Country is responsible for considering whether additional disclosure of material information is required to make the statements in this proxy statement not misleading. Factual disclosures about Cross Country contained in this proxy statement or Cross Country's public reports filed with the SEC may supplement, update or modify the factual disclosures about Cross Country contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Aya, Parent, Merger Sub and Cross Country are qualified and subject to important limitations agreed to by the parties to the merger agreement in connection with negotiating the terms of the merger agreement, including being qualified by the disclosure schedules to the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, and were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to stockholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not publicly disclosed. The representations and warranties in the merger agreement will not survive the completion of the merger.

Cross Country stockholders should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Aya, Parent, Merger Sub, Cross Country or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed since December 3, 2024. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section titled "Where You Can Find More Information."

Structure of the Merger

The merger agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into Cross Country, with Cross Country surviving as a wholly-owned indirect subsidiary of Aya.

Closing and Effective Time of the Merger

Unless another place, time or date is mutually agreed to in writing by Cross Country and Parent, the closing of the merger will occur as soon as possible, but in any event no later than two business days after the date the closing conditions set forth in the merger agreement (other than conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the closing of the merger) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions. The merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (or at such later time as may be specified in the certificate of merger). As of the date of this proxy statement, we expect to complete the merger in the first half of 2025. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described below, and it is possible that factors outside the control of Cross Country and Aya could delay the completion of the merger or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. Cross Country expects to complete the merger promptly following the receipt of all required regulatory approvals.

Effect of the Merger on Cross Country Common Stock

Conversion of Cross Country Common Stock

At the effective time, each share of Cross Country common stock (including certain company equity awards, as described in more detail below, but excluding (i) Cross Country common stock held by Cross Country as treasury stock or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the effective time and (ii) Cross Country common stock with respect to which appraisal rights are properly demanded and not withdrawn or lost under Section 262 of the DGCL) outstanding immediately prior to the effective time will automatically be converted into the right to receive $18.61 in cash, without interest.

Cancellation of Certain Cross Country Common Stock

At the effective time, each share of Cross Country common stock that is held in treasury by Cross Country or owned by Parent, Merger Sub or any other subsidiary or Parent immediately prior to the effective time will automatically be canceled and will cease to exist, and no consideration will be delivered in exchange for such shares.

Each share of Cross Country common stock held by any subsidiary of Cross Country immediately prior to the Effective Time will be converted into such number of common shares of the surviving corporation such that each subsidiary owns the same percentage of the outstanding capital stock in the surviving corporation immediately following the effective time as such subsidiary owned immediately prior to the effective time.

Shares of Merger Sub

At the effective time, each share of common stock of Merger Sub outstanding immediately prior to the effective time will be converted into and become one share of common stock of the surviving corporation and will constitute the only outstanding shares of capital stock of the surviving corporation.

Treatment of Cross Country Equity Awards

Effective as of immediately prior to the effective time, each Cross Country restricted stock award that is outstanding immediately prior to the effective time, other than certain Cross Country restricted stock awards granted after March 28, 2025 and prior to the effective time (which will be forfeited at the effective time), will be fully vested, canceled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Cross Country common stock subject to such Cross Country restricted stock award immediately prior to the effective time multiplied by (ii) the merger consideration, less any applicable withholding taxes.

Effective as of immediately prior to the effective time, each Cross Country performance stock award that is outstanding immediately prior to the effective time will be treated as follows: (i) each Cross Country performance stock award (x) granted in 2022 will be deemed vested with respect to seventy-five and one-half percent (75.5%) of the target number of shares of Cross Country common stock subject to such Cross Country performance stock award and (y) granted in 2023 and 2024 will be deemed vested with respect to fifty percent (50%) of the target number of shares of Cross Country common stock subject to such Cross Country performance stock award, and each such vested Cross Country performance stock award will be canceled and converted into the right to receive an amount in cash (without interest) equal to (A) the number of shares of Cross Country common stock subject to such vested Cross Country performance stock award immediately prior to the effective time multiplied by (B) the merger consideration, less any applicable withholding taxes and (ii) each Cross Country performance stock award or portion thereof that is not a vested Cross Country performance stock award will be cancelled and forfeited for no consideration.

Shares of Dissenting Stockholders

Shares of Cross Country common stock issued and outstanding immediately prior to the effective time and held by a Cross Country stockholder who (i) did not vote in favor of the merger agreement proposal or consent in writing thereto and (ii) properly and validly demanded their statutory rights of appraisal in respect of such shares of Cross Country common stock in accordance with Section 262 of the DGCL will not be converted into, or represent the right to receive, the merger consideration unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. Instead, such dissenting stockholders will be entitled to receive payment of the appraised value of such shares of Cross Country common stock in accordance with Section 262 of the DGCL.

If any dissenting stockholder fails to perfect or otherwise effectively withdraws or loses their rights of appraisal, such shares of Cross Country common stock will thereupon be deemed to have been converted into, and to have

become exchangeable for, as of the effective time, the right to receive the merger consideration. For more information regarding appraisal rights, see the section titled "Appraisal Rights of Cross Country Stockholders." In addition, a copy of Section 262 of the DGCL is attached as Annex C to this proxy statement.

Governing Documents; Officers and Directors

At the effective time and by virtue of the merger, the certificate of incorporation of Cross Country, as in effect immediately prior to the completion of the merger, will be amended and restated in its entirety as set forth in Exhibit A to the merger agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation until further amended in accordance with applicable law.

The bylaws of Merger Sub as in effect immediately prior to the effective time will be the bylaws of the surviving corporation (except that references to the name of Merger Sub will be replaced by reference to the name of the surviving corporation) until thereafter amended in accordance with applicable law.

From and after the effective time, until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation and applicable law, (i) the directors of Merger Sub at the effective time will be the directors of the surviving corporation and (ii) the officers of Merger Sub at the effective time will be the officers of the surviving corporation.

Exchange and Payment Procedures

At least three business days prior to the closing date, Parent will appoint an exchange agent reasonably acceptable to Cross Country for the purpose of exchanging for the merger consideration (i) certificates representing shares of Cross Country common stock or (ii) uncertificated shares of Cross Country common stock. At or prior to the effective time, Parent will make available to the exchange agent the aggregate merger consideration to be paid in respect of the certificated and the uncertificated shares of Cross Country common stock. Such cash merger consideration may be invested by the Exchange Agent as directed by Parent subject to certain obligations and restrictions set forth in the merger agreement. Any interest or income produced by such investment will be payable to the surviving corporation or Parent as Parent directs. Parent will be required to deposit additional funds with the Exchange Agent if the amount held by the Exchange Agent is insufficient to pay the aggregate merger consideration.

As promptly as practicable after the effective time (but no later than three business days thereafter), Parent will send, or will cause the exchange agent to send, to each Cross Country stockholder at the effective time a letter of transmittal and instructions (in each case, which will be in a form reasonably acceptable for Cross Country and finalized prior to the effective time, and which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the certificates (or affidavits of loss in lieu thereof) or transfer of the uncertificated shares to the exchange agent) on how to surrender shares of Cross Country common stock in exchange for the merger consideration.

Each holder of shares of Cross Country common stock that have been converted into the right to receive the merger consideration will be entitled to receive, upon (i) surrender to the exchange agent of a certificate (or affidavit of loss in lieu thereof), together with a properly completed letter of transmittal, or (ii) receipt of an "agent's message" by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request) in the case of a book-entry transfer of uncertificated shares, the merger consideration payable for each certificated share and each uncertificated share of Cross Country common stock. Until so surrendered or transferred (including by providing affidavits of loss, as applicable), each such certificated share or uncertificated share will represent from and after the effective time for all purposes only the right to receive such merger consideration. No interest will be paid or will accrue on the cash payable upon surrender of any such shares of Cross Country common stock.

If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificate (or affidavit of loss in lieu thereof) or the transferred uncertificated share of Cross Country common stock is registered, it will be a condition to such payment that (i) either such certificate (or affidavit of loss) will be properly endorsed or will otherwise be in proper form for transfer or such uncertificated share be properly transferred and (ii) the person requesting such payment will pay to the exchange agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.

Lost Certificates

In the event that a certificate is lost, stolen or destroyed, after the person claiming such certificate to be lost, stolen or destroyed, (i) makes an affidavit of that fact and (ii) if required by Parent or the exchange agent, posts a bond in such reasonable amount as Parent or the exchange agent may direct as indemnity against any claim that may be made against it with respect to such certificate, the exchange agent will pay, in exchange for such lost, stolen or destroyed certificate, the merger consideration payable in respect of such shares of Cross Country common stock represented by the certificate(s).

Rights of Cross Country Stockholders Following the Effective Time; Transfers Following the Effective Time

From and after the effective time, all holders of shares of Cross Country common stock will cease to have any rights as Cross Country stockholders other than the right to receive the merger consideration upon the surrender of such shares, without interest. From and after the effective time, the stock transfer books of Cross Country will be closed with respect to all shares of Cross Country common stock outstanding immediately prior to the effective time.

None of Parent, the surviving corporation or the exchange agent will be liable to any person with respect to any portion of the merger consideration delivered to a governmental authority if required by any applicable abandoned property, escheat or similar law.

Any portion of the merger consideration made available to the exchange agent (and any interest or other income earned thereon) that remains unclaimed by the holders of Cross Country common stock 12 months after the effective time will be returned to Parent, upon demand, and such Cross Country stockholders must thereafter look only to Parent for payment of the merger consideration.

Withholding Rights

Cross Country, the surviving corporation and any of their respective affiliates or agents (including the exchange agent) will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement such amounts as are required to be deducted or withheld under the Code (as defined below) or any other applicable tax law. Any amounts so deducted or withheld will be paid over to the appropriate taxing authority and be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

Guarantee by Aya

Aya has irrevocably guaranteed the payment and performance of all of Parent's and Merger Sub's obligations under the merger agreement.

Representations and Warranties

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of Cross Country with respect to:

The merger agreement also contains customary representations and warranties of Parent. These include representations and warranties with respect to:

The representations and warranties in the merger agreement do not survive the closing or termination of the merger agreement.

Certain of the representations and warranties made by the parties are qualified as to "knowledge," "materiality" or "material adverse effect," as defined in the merger agreement and/or described below and/or speak as of or with respect to a certain date or period of time.

Material Adverse Effect

Many of Cross Country's representations and warranties in the merger agreement are qualified by a "Cross Country material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a Cross Country material adverse effect). For purposes of the merger agreement, a "Cross Country material adverse effect" means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that, individually or in the aggregate, (A) would reasonably be expected to prevent or materially impair Cross Country's ability to consummate the transaction contemplated by the merger agreement on or before the end date or (B) has had, or would reasonably be expected to have, a material adverse effect on the financial condition, business or results of operations of Cross Country and its subsidiaries, taken as a whole, provided that for purposes of clause (B), excluding any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence arising out of or resulting from:

except, with respect to bullets one, two, three, and four above, to the extent that such change, effect, development, circumstance, condition, fact, state of facts, event or occurrence is disproportionately adverse to Cross Country and its subsidiaries relative to others in the industry or industries in which Cross Country and its subsidiaries operate, in which case only the incremental material and disproportionate adverse change, effect, development, circumstance, condition, fact, state of facts, event or occurrence may be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur.

Certain of Parent's representations and warranties in the merger agreement are qualified by a "Parent material adverse effect" standard (that is, it will not be deemed to be untrue or incorrect unless its failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a Parent material adverse effect). A "Parent material adverse effect" means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that that would reasonably be expected to prevent, impair or materially delay the ability of Parent or Merger Sub to perform its obligations under the merger agreement or consummate the merger or the other transactions contemplated thereby.

Conduct of Businesses of Cross Country Prior to Completion of the Merger

The merger agreement provides for certain restrictions on Cross Country's and its subsidiaries' activities until the effective time. In general, except as required or expressly contemplated or permitted by the merger agreement, as required by applicable law or as consented to in writing by Parent (which may not be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the disclosure schedules thereto, Cross Country will, and will cause its subsidiaries to, (i) use reasonable best efforts to conduct its business in the ordinary course of business and (ii) use commercially reasonably efforts to preserve intact the material components of its current business organizations and relationships and goodwill with suppliers, customers, governmental authorities and other material business relations,

In addition, except as required or expressly contemplated or permitted by the merger agreement, as required by applicable law or as consented to in writing by Parent (which may not be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the disclosure schedules thereto, Cross Country will not, and will cause its subsidiaries not to:

Conduct of Businesses of Parent Prior to Completion of the Merger

The merger agreement also provides for certain restrictions on Parent's activities until the effective time. In general, Parent will not, and will cause its affiliates not to, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the merger or the other transactions contemplated by the merger agreement, including the financing thereof.

Special Meeting and Board Recommendation

Cross Country must duly call and give notice of and commence mailing of the proxy statement to Cross Country's stockholders as soon as reasonably practicable following the date the SEC staff advises that it has no further comments on the proxy statement or that Cross Country may commence mailing the proxy statement. As soon as reasonably practicable following the commencement of the mailing of the proxy statement, Cross Country must convene and hold a meeting of the Cross Country stockholders in accordance with the DGCL, the Exchange Act and applicable requirements of the Nasdaq for the purposes of submitting the merger agreement proposal to its stockholders for adoption. The special meeting constitutes that required meeting of the Cross Country stockholders.

Subject to the ability of the Cross Country board of directors to make an adverse recommendation change, the Cross Country board of directors is required to recommend to Cross Country stockholders the adoption of the merger agreement, and Cross Country is required to include that recommendation in this proxy statement and use reasonable best efforts to obtain from Cross Country stockholders the approval of the merger agreement proposal.

Under the terms of the merger agreement, Cross Country may adjouor postpone the Cross Country special meeting (i) with the consent of Parent or (ii) to the extent Cross Country believes in good faith that such adjournment or postponement is reasonably necessary (a) to ensure that any required supplement or amendment to the proxy statement is provided to holders of shares of Cross Country common stock within a reasonable amount of time in advance of the meeting, (b) to allow reasonable additional time to solicit additional proxies necessary to obtain the Cross Country stockholder approval (including after commencement of an acquisition proposal that is a tender offer or exchange offer), (c) to ensure there are sufficient shares of Cross Country common stock represented and voting to constitute a quorum necessary to conduct the business of the special meeting or (d) otherwise where required to comply with applicable law. However, the Cross Country special meeting may not be held on a date later than the earlier of (x) thirty days after the date for which the special meeting was originally scheduled (plus in the case of clauses (ii)(a) and (ii)(d) above, any postponements or adjournments required by applicable law) and (y) three business days before the end date.

No Shop; Restrictions on Solicitation of Acquisition Proposals

Under the terms of the merger agreement, subject to certain exceptions described below, Cross Country has agreed that, from and after December 3, 2024 until the earlier to occur of the termination of the merger agreement and the effective time, Cross Country will not, will cause its subsidiaries not to, and will instruct its and their respective representatives not to, directly or indirectly:

The foregoing restrictions do not prohibit Cross Country or any of its subsidiaries from amending, modifying or granting (on a confidential, non-public basis) any waiver or release under any standstill, confidentiality or similar

agreement of Cross Country or its subsidiaries, in the event that the Cross Country board of directors (or any committee thereof) concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

In addition, under the merger agreement Cross Country has agreed to, and did (i) request in writing that each person that had previously executed a confidentiality agreement in connection with its consideration of an acquisition proposal or any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any acquisition proposal promptly destroy or retuto Cross Country all nonpublic information previously furnished by Cross Country or any of its representatives to such person or any of its representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a possible acquisition proposal by such person and its representatives.

Notwithstanding the prohibitions described above, prior to Cross Country stockholders' adopting the merger agreement, Cross Country, directly or indirectly through its representatives, may (i) engage in negotiations or discussions with any third party and its representatives that has made a bona fide acquisition proposal (that was not solicited in violation of and did not otherwise result from a breach of the no shop restrictions described above) that the Cross Country board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor constitutes or could reasonably be expected to lead to a superior proposal, and (ii) furnish to such third party or its representatives nonpublic information relating to Cross Country or any of its subsidiaries and afford access to the business, properties, assets, books or records and personnel of Cross Country or any of its subsidiaries pursuant to an acceptable confidentiality agreement, provided that Cross Country also substantially concurrently provides or makes available to Parent or its representatives the same such nonpublic information (to the extent not previously provided to Parent).

Cross Country is obligated to notify Parent promptly (and in any event within 24 hours) of any receipt by Cross Country or its representatives of any acquisition proposal or any offers, proposals, inquiries or indications of interest for discussions or negotiations with respect thereto that could reasonably be expected to lead to an acquisition proposal, including to the extent known to Cross Country, (i) the identity of the person making the acquisition proposal or offer and (ii) a summary of the material terms and conditions thereof, and Cross Country will keep Parent reasonably informed as to the status thereof, including any material amendment or modification to the material terms of any previously received acquisition proposal.

An "acquisition proposal" for purposes of the merger agreement means any inquiry, indication of interest, proposal or offer from any person or group, other than Parent and its subsidiaries, relating to any:

any class of equity or voting securities of Cross Country or (2) any equity or voting securities of Cross Country or any of Cross Country's subsidiaries representing, directly or indirectly, 20% or more of the consolidated assets of Cross Country and its subsidiaries or 20% or more of the revenues or earnings of Cross Country and its subsidiaries on a consolidated basis.

A "superior proposal" for purposes of the merger agreement means a bona fide written acquisition proposal (but substituting "50%" for all references to "20%" in the definition of acquisition proposal) that did not result from a breach of Cross Country's non solicitation obligations that the Cross Country board of directors determines in good faith, after consultation with its outside legal counsel and financial advisor, is more favorable from a financial point of view to Cross Country stockholders than the merger, in each case, taking into consideration:

Change of Recommendation; Match Rights

The merger agreement requires the Cross Country board of directors to recommend that Cross Country stockholders adopt the merger agreement and the transactions contemplated thereby and not make an adverse recommendation change as described above. Notwithstanding the foregoing, prior to Cross Country stockholders adopting the merger agreement, the Cross Country board of directors may:

Notwithstanding the foregoing, prior to making an adverse recommendation change, Cross Country must provide Parent three business days' prior written notice advising Parent that it intends to take such action. The notice must specify the reasons for the adverse recommendation change and (i) in the case of a superior proposal, attach a copy of all proposed agreements and other documents and information described above under the section "-No Shop; Restrictions on Solicitation of Acquisition Proposals" for the superior proposal, if applicable, or (ii) in the case of an intervening event, a reasonably detailed description of the facts and circumstances relating to such intervening event. Cross Country must also, and must cause its representatives to, negotiate with Parent in good faith (to the extent Parent wishes to negotiate) during such three business day period prior to making an adverse recommendation change to make such adjustments to the terms and conditions of the merger agreement as Parent may propose. After such notice period, the Cross Country board of directors must have considered in good faith any revisions to the terms of the merger agreement proposed in writing by Parent that, if accepted by Cross Country, would be binding upon Parent, and must have determined in good faith, after consultation with its outside legal counsel and financial advisor, that such acquisition proposal continues to constitute a superior proposal (or in the case of an intervening event, would not obviate the need to effect the adverse recommendation change) before making such adverse recommendation change. With respect to any adverse recommendation change in response to a superior proposal, if there is any change to the financial terms (including the form, amount or timing of payment of consideration proposed to be received by Cross Country stockholders as a result of such superior proposal) or any other material terms of the then-existing superior proposal, Cross Country must again comply with the obligations described in this paragraph, except the three business day period will be replaced with a two business day period.

An "intervening event" for purposes of the merger agreement is any material event, fact, circumstance, development or occurrence first occurring after December 3, 2024 that:

provided that in no event will the following constitute or be taken into account in determining the existence of an intervening event: (i) Cross Country meeting, failing to meet or exceeding any internal or published revenue or earnings forecasts or projections for any period, (ii) changes in the market price or trading volume of shares of Cross Country common stock (provided that, in the case of the foregoing clauses (i) and (ii), the underlying causes of such effect may be considered and taken into account in determining whether there has been an intervening event), and (iii) any event, fact or circumstance resulting from any breach of the merger agreement by Cross Country.

In addition, nothing in the merger agreement prohibits Cross Country or the Cross Country board of directors from (i) taking and disclosing to Cross Country stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to the transactions contemplated by the merger agreement or an offer, inquiry, proposal or indication of interest with respect to an acquisition proposal (provided that neither Cross Country nor the Cross Country board of directors may make an adverse recommendation change unless permitted by the merger agreement) or (ii) issuing a "stop, look and listen" disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act that does not include an adverse recommendation change.

Regulatory Clearances and Approvals Required for the Merger

The completion of the merger is conditioned on, among other things, the expiration or termination of any applicable waiting period (or extensions thereof) under the HSR Act.

Subject to the terms and conditions of the merger agreement, each of Cross Country and Parent has agreed to use reasonable best efforts to take, or cause their affiliates to take, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement as soon as practicable, including preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by the merger agreement as soon as practicable (the notices, authorizations, registrations, approvals, orders, permits, confirmations, clearances, consents and waiting period expirations or terminations from such governmental authorities with respect to the merger, collectively, the "required regulatory approvals").

The merger cannot be completed until any applicable waiting period (and any extensions thereof) under the HSR Act relating to the merger, and any commitment to, or agreement (including any timing agreement) that was mutually agreed by Parent and Cross Country with, any governmental authority to delay the consummation of, or not to consummate before a certain date, any of the transactions contemplated by the merger agreement, have expired or been terminated. There can be no assurance that a challenge to the merger on regulatory grounds by a governmental authority or private party will not be made or, if such a challenge is made, that it would not be successful.

Each of Cross Country and Parent has agreed to (x) furnish to the other, as promptly as practicable, all information within its (or its affiliates') control requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any applicable law in connection with the merger (provided that materials required to be provided may be redacted in certain situations), (y) respond as promptly as practicable to any inquiries received from any governmental authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable competition laws and will promptly

take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable competition laws as promptly as practicable, and (z) not extend any waiting period under the HSR Act or under any other applicable competition law or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the merger agreement, except with the prior written consent of the other party.

If any objections are asserted with respect to the transactions contemplated by the merger agreement under the HSR Act and all other applicable laws that are designed or intended to prohibit, restrict or regulate foreign investment or mergers or acquisitions, antitrust, monopolization, lessening of competition or restraint of trade (collectively, "competition laws") or in connection with any required regulatory approval, or if any proceeding is instituted or threatened by any governmental authority or, with respect to any competition law, a third party challenging any of the transactions contemplated by the merger agreement, Parent and Cross Country have agreed to take, or cause to be taken (including by causing their Affiliates to take), all reasonable actions necessary to resolve such objections as promptly as practicable. Without limiting the generality of the foregoing, in connection with any such objection or proceeding, but subject to the following sentence, Cross Country and Parent will, and will cause their subsidiaries and affiliates to, take all actions as may be necessary to obtain any authorization, consent or approval of a governmental authority or to avoid or eliminate any impediments under the HSR Act or any such other competition law or in connection with any required regulatory approval so as to enable the consummation of the transactions hereby to occur as promptly as practicable and in any event no later than the end date (as defined below), including, solely with respect to the Cross Country and its subsidiaries (or their respective businesses) to (i) hold separate, sell, license, divest or otherwise dispose of any of the businesses or properties or assets of Cross Country or any of its subsidiaries, (ii) terminate, amend or assign any investments or other existing relationships, or any contractual rights or obligations, (iii) terminate any venture or other arrangement, (iv) grant any right or commercial or other accommodation to, or entering into any contractual or other commercial relationship with, any third party, (v) impose limitations on Cross Country or any of its subsidiaries with respect to how they own, retain, conduct or operate their respective businesses or assets, or (vi) effectuate any other change or restructuring of Cross Country or any of its subsidiaries (clauses (i) through (vi), a "divestiture action").

Cross Country has agreed to reasonably cooperate in all respects with Parent and Merger Sub in connection with Parent and Merger Sub's efforts to contest and resist (i) any administrative or judicial proceeding that is initiated or threatened to be initiated challenging the merger agreement or the consummation of the transactions contemplated thereby (including seeking to have any stay or temporary restraining order entered by any court or other governmental authority vacated or reversed) and (ii) any request for the entry of, and to seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated by the merger agreement. However, none of Parent, Merger Sub, or any of their respective affiliates will be required to (i) litigate any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the transactions contemplated by the merger agreement, except that Parent and Cross Country will be required to respond to and comply with any request for additional information or documentary material pursuant to the HSR Act issued by a governmental authority, or (ii) agree to any divestiture action (1) that would reasonably be expected to be materially adverse to Aya and its subsidiaries, taken as a whole, after giving effect to the merger, (2) that is not solely limited to Cross Country and its subsidiaries or (3) that is not conditioned upon the consummation of the merger. At the request of Parent, Cross Country will agree to any divestiture action relating to Cross Country and its subsidiaries, except that Cross Country and its subsidiaries will not be required to agree to any divestiture action that is not conditioned upon the consummation of the merger.

Each of Cross Country and Parent will (i) promptly notify the other party of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental authority and, subject to applicable law, permit counsel for the other a reasonable opportunity to review, reasonably in advance, any written communication or presentation proposed to be submitted to any governmental authority and consider in good faith any comments such counsel of the other party may provide, (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with the merger agreement or the merger and the other transactions contemplated by the merger agreement, unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat and (iii) furnish the other party with copies of all filings (other than Item 4(c) and Item 4(d) documents) and material correspondences and communications between them and their affiliates and their respective representatives on the one hand, and any governmental authority or members or their respective staffs on the other hand, with respect to any competition laws

in connection with the merger agreement, provided that materials required to be provided may be redacted in certain situations. Each of Cross Country and Parent will consult and cooperate with one another in connection with analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made relating to proceedings under any competition law.

Parent, in consultation with Cross Country, is entitled to direct negotiations (i) with governmental authorities regarding the clearances and approvals of the merger under the HSR Act and (ii) with third parties relating to any divestiture actions, so long as Parent's actions in connection therewith are otherwise in accordance with Parent's obligations under this section.

Parent will pay and be responsible for all fees, costs and expenses incurred in connection with the filing required pursuant to the HSR Act.

On December 17, 2024, each of Cross Country and Parent filed a notification of the proposed merger with the FTC and the Antitrust Division under the HSR Act. The waiting period will expire on January 16, 2025 at 11:59 p.m. EasteTime, unless it is extended by a second request or terminated earlier or if Parent pulls and refiles its notification or commits not to close for some additional period of time.

Although the parties expect that the required regulatory approvals will be obtained, the parties cannot assure you that such approvals will be timely obtained or obtained at all or that the granting of regulatory approvals will not involve the imposition of additional conditions on the completion of the merger, or a commitment or agreement to take remedial actions, including divesting assets or businesses, creating, modifying or transferring contractual rights or obligations or entering into supply or services agreements. Any such requirements could result in the conditions to the merger not being satisfied.

Employee Matters

At the effective time, Parent will cause each Cross Country employee as of immediately prior to the effective time whose employment continues as of such time (each, a "continuing employee") to receive (i) an annual rate of salary or wage level, (ii) bonus opportunities (excluding equity-based compensation) and (iii) employee benefits (excluding any retiree health and defined benefit retirement benefits or severance benefits), in each case that are substantially comparable in the aggregate to what is provided to such continuing employee as of immediately prior to the effective time.

To the extent the short-term incentive bonuses for the performance period in which the effective time occurs (or the immediately preceding performance period) remain unpaid as of the closing of the merger, Parent will pay bonuses provided under the Cross Country short-term performance bonus programs for such applicable fiscal year in which the effective time occurs to each continuing employee based on an amount no less than the greater of (i) such continuing employee's target incentive award and (ii) the incentive award earned by such continuing employee based on the actual level of performance through the latest practicable date prior to the effective time as reasonably determined by the compensation committee of the Cross Country board of directors and as provided under such incentive plan (the "short-term incentives"). The short-term incentives will be paid by Parent or its subsidiary (including the surviving corporation) at the time or times that the short-term incentives would normally be paid by Cross Country, but in all events within 60 days following the end of the applicable performance period relating to the short-term incentives.

Parent will cause the surviving corporation and any of their respective subsidiaries to (i) use its commercially reasonable efforts to the extent permissible under such plans, to waive all limitations as to any pre-existing condition or waiting periods with respect to participation and coverage requirements applicable to each continuing employee under any employee benefit plan maintained by Parent or its affiliates in which such continuing employees may be eligible to participate as of or after the effective time (such plan, an "Parent benefit plan"), to the extent pre-existing conditions and waiting periods did not apply or were satisfied under a similar Cross Country benefit plan prior to the effective time, (ii) credit each continuing employee, as of and after the effective time, to the extent permissible under such plans, for any copayments, deductibles, offsets or similar payments made during the plan year that includes the effective time for purposes of satisfying any applicable copayment, deductible, offset or similar requirements under the comparable Parent benefit plan and (iii) use its commercially reasonable efforts to give all continuing employees full credit for such continuing employees' service with Cross Country or any of its subsidiaries for purposes of eligibility to participate (but not for purposes of vesting or benefit accrual, except for vacation and paid time off, if applicable) under any Parent benefit plan in which any continuing employee may be eligible to participate after the

effective time, to the same extent and for the same purpose that such service was credited for under any similar Cross Country benefit plan immediately prior to the effective time, provided that such credit for service will not apply to, and will not be recognized for the purpose of any entitlement to participate in, or receive benefits with respect to, any retiree health or defined benefit retirement benefits or severance benefit plans, and in no event will any of the foregoing benefits result in a duplication of benefits or compensation.

Effective no later than the day immediately preceding the closing date, Cross Country will terminate any benefit plans maintained by Cross Country or its subsidiaries that Parent has requested to be terminated by providing written notice to Cross Country at least ten business days prior to the closing date. No later than the day immediately preceding the closing date, Cross Country will provide Parent with evidence that such benefit plans have been terminated.

Directors' and Officers' Indemnification and Insurance

Under the merger agreement, for a period of six years following the effective time, Parent is required to maintain in effect all provisions in the organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability and indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of December 3, 2024.

Prior to the effective time, Cross Country will (or if Cross Country is unable to, Parent will cause the surviving corporation to) purchase a directors' and officers' liability insurance and fiduciary liability insurance "tail" policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Cross Country's existing policies as of December 3, 2024, with a one-time cost not in excess of 300% of the last annual premium for Cross Country's existing policies, and if the cost of such "tail" insurance policy would otherwise exceed such amount, the surviving corporation must purchase a policy with the greatest coverage available for a cost not exceeding such amount.

Parent and its subsidiaries are required to not amend, repeal or otherwise modify any such rights in any manner that would adversely affect any rights of such persons.

Other Covenants

The merger agreement contains additional agreements of Aya, Parent, Cross Country and Merger Sub relating to, among other things:

Conditions to the Merger

The respective obligations of each party to consummate the merger are subject to the satisfaction or waiver of the following conditions:

The obligations of Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver of the following additional conditions:

The obligation of Cross Country to consummate the merger is subject to the satisfaction or waiver of the following additional conditions:

Neither Cross Country nor Parent may rely on the failure of any of the closing conditions described above to be satisfied as a basis for not consummating the merger or terminating the merger agreement if such failure was caused by such party's fraud or willful breach of the agreement.

Termination of the Merger Agreement

Termination by Parent or Cross Country

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time (notwithstanding any approval of the merger agreement by Cross Country stockholders):

Termination by Cross Country

The merger agreement may be terminated at any time prior the effective time by Cross Country if:

Acquisition Proposals" and "-Change of Recommendation; Match Rights" (and with such agreement being entered into substantially concurrently with the termination of the merger agreement), subject to the concurrent payment to Parent of the $20 million termination fee described below; or

Termination by Parent

The merger agreement may be terminated at any time prior to the effective time by Parent if:

Termination Fees and Expenses

Cross Country Termination Fee

The merger agreement provides that Cross Country will pay Parent a termination fee of $20 million if: