Aya Healthcare to Acquire Cross Country Healthcare for Approximately $615 Million in Cash Cross Country stockholders to receive $18.61 per share Expands Aya's client service and delivery capabilitie

Aya Healthcare to Acquire Cross Country Healthcare

for Approximately $615 Million in Cash

Cross Country stockholders to receive $18.61 per share

Expands Aya's client service and delivery capabilities with Cross Country's nearly 40-year history of clinical

excellence and quality patient care

Provides clinicians with greater flexibility and convenience by tapping into the combined pool of nationwide opportunities,

with competitive compensation and a world-class experience

Creates immediate stockholder value for Cross Country, through a nearly 67 percent premium

SAN DIEGO, Ca. and BOCA RATON, Fla. - December 4, 2024 -

Aya Healthcare and Cross Country Healthcare today announced that they have entered into a definitive agreement whereby Aya will acquire

Cross Country for $18.61 per share in cash in a transaction valued at approximately $615 million. The all-cash transaction represents

a premium of 67 percent to Cross Country's closing price on December 3, 2024, and a premium of 68 percent to the volume-weighted

average trading price for the 30-day trading period ended December 3, 2024.

Aya and Cross Country offer complementary, tech-enabled workforce solutions

across the continuum of care. The proposed combination will diversify Aya's coverage to include Cross Country's clinical services

in non-clinical settings, including schools and homes, in addition to travel nursing and allied health, per diem, permanent staff hiring,

interim leadership, locum tenens and non-clinical professionals in all 50 states. Clients will benefit by leveraging the full suite of

market-leading technology, including a seamless solution for vendor management, float pool technology, provider services and predictive

analytics. From best-in-class service and insights, to solving complex staffing challenges, together, Cross Country and Aya will help

clients reduce the cost of care and deliver high clinical outcomes for patients. Employees of both companies will benefit from shared

best practices, with great opportunities for their personal growth.

"We are excited to join forces with Cross Country and, together,

bring more innovative solutions and exceptional service across the industry," said Alan Braynin, president and Chief Executive Officer

of Aya. "By combining our strengths, resources and unwavering commitment to delivering best-in-class talent solutions, we are uniquely

positioned to offer enhanced value to our healthcare systems, schools, clinicians and non-clinical professionals. Aya and Cross Country

will operate as separate brands, supporting each other's clients with increased access to candidates while expanding assignment

opportunities for clinicians."

"Aya shares our mission of connecting people and jobs through

intuitive technologies and innovative solutions that enable healthcare professionals and organizations to achieve their goals, ensuring

clinical excellence and exceptional patient care come first," said John A. Martins, President and Chief Executive Officer of Cross

Country. "This compelling all-cash transaction will deliver significant and immediate value to our stockholders. Importantly, it

will also enhance and expand services and solutions for our clients, provide a wider array of opportunities and efficiencies for our healthcare

clinicians and create new opportunities for our employees as part of an industry leader with a complementary footprint and offering."

Kevin C. Clark, Co-Founder and Chairman of Cross Country said, "When

we founded Cross Country in 1986, we set out to create a company that could change lives for the better. Over nearly four decades, we

have solved complex staffing challenges for customers, while providing high-quality outcomes and exceptional patient care. In this next

chapter with Aya, I am confident that the combined company will be even better positioned to achieve these goals long into the future."

Following completion of the transaction, and to ensure a seamless transition,

Mr. Martins will continue to serve as President and Chief Executive Officer of Cross Country, driving the next phase of growth and innovation

for Cross Country as part of Aya.

Transaction Timing, Details and Approval

Completion of the transaction is expected in the first half of 2025,

subject to the approval of Cross Country stockholders and the satisfaction of other customary closing conditions, including regulatory

approvals. The transaction is not subject to a financing condition.

The Cross Country Board of Directors unanimously approved the Merger

Agreement and intends to recommend that Cross Country stockholders vote in favor of it at a Special Meeting of Stockholders, to be scheduled

as soon as practicable.

Upon completion of the transaction, Cross Country will become a private

company and its common stock will no longer trade on the NASDAQ. Aya expects to maintain a significant presence in Boca Raton, FL.

Procopio, Cory, Hargreaves & Savitch LLP is serving as legal advisor

to Aya Healthcare. BofA Securities, Inc. is serving as financial advisor and Davis Polk & Wardwell LLP is serving as legal advisor to Cross

About Aya Healthcare

Aya Healthcare 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. To learn more about Aya Healthcare,

visit www.ayahealthcare.com.

Cross Country Healthcare, Inc. is a market-leading, tech-enabled workforce

solutions and advisory firm with 38 years of industry experience and insight. We help 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 our

core values to create a better future for its people, communities, and its stockholders.

Copies of this and other press releases, as well as additional information

about Cross Country Healthcare, can be accessed online at ir.crosscountry.com. Stockholders and prospective investors can also register

to automatically receive Cross Country Healthcare's press releases, filings with the Securities and Exchange Commission (SEC), and

other notices by e-mail.

Important Information and Where to Find It

This communication relates to a proposed transaction between Cross Country

Healthcare, Inc. ("Cross Country") and Aya Healthcare, Inc. ("Aya") and certain wholly owned subsidiaries

of Aya. In connection with this proposed transaction, Cross Country will file a proxy statement on Schedule 14A or other documents with

the SEC. This communication is not a substitute for any proxy statement or other document that Cross Country may file with the SEC in

connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF CROSS COUNTRY ARE URGED TO READ THE PROXY STATEMENT, INCLUDING

THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN

THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when

available, will be mailed to stockholders of Cross Country as applicable. Investors and security holders will be able to obtain free copies

of these documents, when available, and other documents filed with the SEC by Cross Country through the website maintained by the SEC

at http://www.sec.gov. Copies of the documents filed with the SEC by Cross Country will be available free of charge on

Cross Country's internet website at https://ir.crosscountryhealthcare.com/

or by contacting Cross Country's primary investor relations contact by email at jvogel@crosscountry.com or by phone at 561-237-8310.

Participants in the Solicitation

Cross Country, Aya, their respective directors and

certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed

transaction. Information about the directors and executive officers of Cross Country, their ownership of Cross Country common shares,

and Cross Country's transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December

31, 2023, which was filed with the SEC on February 23, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1141103/000162828024006454/ccrn-20231231.htm),

in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled "Security Ownership

of Certain Beneficial Owners and Management" and "Related Party Transactions", which was filed with the SEC on April

1, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1141103/000114036124016761/ny20018339x1_def14a.htm),

certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from

the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct

and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be

filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only

and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities,