Exhibit
10.1


SECOND
AMENDMENT TO OFFICE LEASE AGREEMENT


THIS SECOND AMENDMENT
TO OFFICE LEASE AGREEMENT (this "Amendment") is executed effective as of December 31, 2012 (the "Effective
Date"), between FSP GALLERIA NORTH LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord"), and
EMCARE, INC., a Delaware corporation ("Tenant").


W
I T N E S S E T H:


A.     Landlord
and Tenant have heretofore entered into that certain Office Lease Agreement, dated March 15, 2012 (the “Original Lease”)
covering certain space in the Building (as defined in the Lease) known as Galleria North Tower I, 13737 Noel Road, Dallas, Texas
75240, which Office Lease was amended on October 12, 2012 pursuant to a certain First Amendment to Office Lease Agreement between
Landlord and Tenant (the “First Amendment”). The Original Lease, as modified by the First Amendment, is referred
to herein as the "Lease."


B.     The
First Amendment granted to Tenant an Option (as defined in the First Amendment) to expand the Premises (as defined in the Lease)
to include the 12th floor of the Building (referred to in the First Amendment and herein as the “12th
Floor Expansion Space”).


C,     Upon
the exercise by Tenant of the Option, the First Amendment contemplates that Landlord and Tenant will further amend the Lease to
reflect the changes in the terms of the Lease as a result of the addition of the 12th Floor Expansion Space to the Premises.
This Amendment is intended to constitute the “Second Amendment” referred to in the First Amendment. Unless otherwise
defined herein, capitalized terms used in this Amendment shall have the meaning given them in the Original Lease, as modified by
this Amendment.


NOW, THEREFORE,
for and in consideration of the foregoing premises and the mutual covenants and agreements set forth hereinbelow, together with
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by each of the
parties hereto, the undersigned Landlord and Tenant do hereby covenant and agree as follows:


1.     Addition
of 12th Floor Expansion Space. Landlord hereby leases and demises unto
Tenant and Tenant hereby leases from Landlord the 12th Floor Expansion Space containing 14,609 square feet of Rentable
Area, all upon and subject to the terms and conditions of the Lease. The configuration and location of the 12th Floor
Expansion Space is shown on Exhibit “B-2” attached hereto.


 


SECOND AMENDMENT TO OFFICE LEASE AGREEMENT



    	 



    	 



    

 


2.     Commencement
Date of Expansion Space Rent. The lease for the 12th Floor Expansion Space shall commence
on the 2/2013 Commencement Date. From and after the 2/2013 Commencement Date (i) all references in the Lease to the "Premises,"
including the definition in Section 1 of the Lease, shall include the 12th Floor Expansion Space; (ii) all references
in the Lease to the "Rentable Area of the Premises," including the definition set forth in Section 1 of the Lease, shall
be adjusted to include the square feet of Rentable Area for the 12th Floor Expansion Space (Rentable Area of the Premises,
after the addition of the 12th Floor Expansion Space, will be 97,581 square feet; (iii) Exhibit "B" of the Lease is hereby
modified to addition the floor plan shown on Exhibit “B-2”
hereto; and (iv) except as specifically modified by the terms of this Amendment, the terms and provisions of the Lease shall apply
to the 12th Floor Expansion Space and Tenant's use and occupancy thereof.


3.     Adjustment
in Base Rental. From and after 2/2013 Commencement Date, in addition to Base Rental provided for in the Lease, Tenant
shall also pay Base Rental for 12th Floor Expansion Space and Electricity, as follows:


	Lease Months

 [commencing 

February 1, 2013]	
        Annual Base

Rental Rate 

Per RSF
	Annual Base 

Rental	Monthly

 Installments	Additional 

Charge to 

Base Rental
	1 through 23	$19.50	$284,875.50	$23,739.63	+Electricity
	24 through 32	$0.00	$0.00	$0.00	+Electricity
	33 through 41	$19.50	$284,875.50	$23,739.63	+Electricity
	42 through 71	$21.50	$314,093.50	$26,174.46	+Electricity
	72 through 101	$23.50	$343,311.50	$28,609.28	+Electricity
	102 through 132	$25.50	$372,529.50	$31,044.13	+Electricity





Tenant agrees to pay to Landlord
the additional Base Rental and electricity described above as otherwise provided in the Lease.


4.     Tenant's
Share of Basic Operating Costs. On the 2/2013 Commencement Date, Tenant's Share with respect
to Building Operating Costs, shall be adjusted to be 25.71%. The "Base Year" for the Expansion Space shall be the calendar
year 2013.


5.     Condition
of Premises and Tenant Improvements. Landlord and Tenant agree that Tenant will accept the Expansion Space on an "AS
IS, WHERE IS" basis as of the Expansion Commencement Date, and Tenant, by its signature below, accepts the 12th
Floor Expansion Space on such terms.


6.     Tenant
Improvements. Tenant Improvements for the 12th Floor Expansion Space and the Improvement Allowance applicable to
the 12th Floor Expansion Space are set forth on, and shall be governed by, Exhibit "D" to the First Amendment.


SECOND AMENDMENT TO OFFICE LEASE AGREEMENT



    	 



    	 



    

7.     Parking.
In addition to the parking rights granted to Tenant in Exhibit "E" of the Lease, Tenant shall also have a non-exclusive
right to 51 Parking Spaces (based on 3.5 Parking Spaces for every 1,000 square feet of Rentable Area in the 12th Floor
Expansion Space) (the "Expansion Parking Spaces") on the terms and as more particularly set forth in Section
10 of the First Amendment. The Expansion Parking Spaces shall be allocated among the Parking Areas in the manner set forth in
Section 10 of the First Amendment.


8.     13th
Floor Expansion Space. Nothing in this Amendment is intended or shall be construed
to modify any of the terms of the First Amendment that are applicable to the 13th Floor Expansion Space. For ease of
reference, on the 1/2014 Commencement Date the Rentable Area of the Premises, with the addition of the 13th Floor Expansion
Space, shall be increased to 109,863 square feet and Tenant’s Share of Operating Expenses shall be increased from 25.71%
to 28.95%, as more particularly set forth in the First Amendment. 


9.     Commissions.
Landlord and Tenant acknowledge that Cassidy Turley Commercial Services, Inc. has acted on behalf of Landlord in connection with
this Amendment and Jones Lang LaSalle has acted on behalf of Tenant (collectively, "Brokers"). Landlord and Tenant
agree that the Brokers are the only brokers involved in the procurement, negotiation or execution of this Lease, and that any
commissions that may be payable by Landlord shall be paid pursuant to a separate commission agreement. LANDLORD AND TENANT HEREBY
INDEMNIFY EACH OTHER FROM THE PAYMENT OF ANY COMMISSIONS OWED TO ANY BROKER WITH RESPECT TO THIS AMENDMENT RESULTING FROM THE
ACTS OF SUCH INDEMNIFYING PARTY, BUT NOT OTHERWISE.


10.     No
Modification. Except as specifically amended by this Amendment, all other terms and conditions of the Lease shall remain unchanged
and in full force and effect, and as said terms and conditions have been modified or amended hereby, same shall be binding upon
the parties hereto and their respective successors and assigns. The Lease and this Amendment shall be construed as one instrument
and any default under the Original Lease shall also be a default under this Amendment and any default under this Amendment shall
also be a default under the Lease.


11.     No
Waiver. Landlord and Tenant expressly acknowledge and agree that nothing herein shall affect, abrogate or waive any rights
or obligations of Landlord or Tenant under the Lease."


12.     Governing
Law. THE TERMS AND PROVISIONS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.


13.     Headings.
The section headings hereof are inserted for convenience of reference only and shall in no way alter, amend, define or be used
in the construction or interpretation of the text of such section.


SECOND AMENDMENT TO OFFICE LEASE AGREEMENT



    	 



    	 



    

14.     Construction.
Whenever the context hereof so requires, reference to the singular shall include the plural and likewise, the plural shall include
the singular; words denoting gender shall be construed to mean the masculine, feminine or neuter, as appropriate; and specific
enumeration shall not exclude the general, but shall be construed as cumulative of the general recitation. In the event of any
conflict between the terms of the Lease and this Amendment, this Amendment shall control.


15.     Severability.
If any clause or provision of this Amendment is or should ever be held to be illegal, invalid or unenforceable under any present
or future law applicable to the terms hereof, then and in that event, it is the intention of the parties hereto that the remainder
of this Amendment shall not be affected thereby, and that in lieu of each such clause or provision of this Amendment that is illegal,
invalid or unenforceable, such clause or provision shall be judicially construed and interpreted to be as similar in substance
and content to such illegal, invalid or unenforceable clause or provision, as the context thereof would reasonably suggest, so
as to thereafter be legal, valid and enforceable.


16.     Ratification.
Tenant hereby confirms and ratifies that, as of the Effective Date of this Amendment, and the Lease, as modified by this Amendment,
remains in full force in effect.


END OF TEXT;
SIGNATURE PAGES TO FOLLOW


SECOND AMENDMENT TO OFFICE LEASE AGREEMENT



    	 



    	 



    

IN WITNESS WHEREOF,
Landlord and Tenant have executed this Lease as of the date first above written.


	
        Landlord's Notice Address:

         

        Franklin Street Properties

        401 Edgewater Place

        Suite 201

        Wakefield, Massachusetts 01880-6210

        Attn: Scott Carter, Esq.

         

        and

         

        Franklin Street Properties

        401 Edgewater Place

        Suite 201

        Wakefield, Massachusetts 01880-6210

        Attn: Asset Management
	 	
        LANDLORD:

        FSP GALLERIA NORTH LIMITED PARTNERSHIP, a Texas
        Limited Partnership

         

        By:       FSP Property Management LLC,

        its asset manager

         

        By: /s/ John F. Donahue

        Name: John F. Donahue

        Title: Vice President

         



 


	
        Tenant's Notice Address:

         

        13737 Noel Road, 15th Floor

        Dallas, TX 75240

        Attention: Pamela Overstreet

         

        And

         

        6200 S. Syracuse Way, Suite 200

        Greenwood Village, CO 80111

        Attention: Legal Department

         
	 	
        TENANT:

         

        EMCARE, INC., a Delaware Corporation

        By: /s/ Randel Owen

        Name: Randel Owen

        Title:EVP



 


SECOND AMENDMENT TO OFFICE LEASE AGREEMENT



    	 



    	 



    

EXHIBIT
"B-2"


12TH
FLOOR EXPANSION SPACE


 





 


EXHIBIT B-2 – FLOOR PLAN – 12th
FLOOR EXPANSION SPACE



    	 



    	 



    

 


JOINDER, CONSENT AND RATIFICATION OF GUARANTOR


 


THIS JOINDER, CONSENT AND
RATIFICATION OF GUARANTOR (this "Agreement"), dated effective as of December 31, 2012, is executed by EMERGENCY
MEDICAL SERVICES CORPORATION, a Delaware corporation ("Guarantor") and made a part of that certain First Amendment
to Office Lease dated as of October 12, 2012 (“First Amendment”) and that certain Second Amendment to Office
Lease Agreement dated of even date herewith (the "Second Amendments") executed by executed by FSP GALLERIA NORTH
LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord"), and EMCARE, INC., a Delaware corporation ("Tenant"),
to which this Agreement is attached. Reference is hereby made to that certain Office Lease Agreement dated as of March 15, 2012,
executed by Landlord and Tenant (herein called, as modified by the First Amendments and the Second Amendment, the "Lease").
Guarantor guaranteed some or all of the duties and obligations of Tenant arising under the Lease pursuant to that certain Guaranty
of Lease dated as of March 15, 2012 (the "Guaranty").


 


In consideration of the
covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are all hereby acknowledged, Guarantor hereby covenants and agrees with Landlord as follows:


 


1.     Guarantor
hereby consents to the execution and delivery by Landlord and Tenant of the Second Amendment and to the consummation of the transactions
contemplated thereby. Guarantor hereby agrees that (i) from and after the date of this Agreement, all references in the Guaranty
to the term "Lease" shall mean and refer to the Lease, as modified by the First Amendment and the Second Amendment, (ii)
the Guaranty, as so modified, and Guarantor's obligations, covenants, agreements and duties thereunder remain in full force and
effect, notwithstanding the execution and delivery of the Second Amendment and the consummation of the transactions contemplated
thereby. Guarantor hereby unconditionally ratifies, reaffirms and confirms the Guaranty, as modified hereby.


 


2.     By
the execution and delivery hereof, Guarantor represents and warrants to Landlord that, as of the date hereof: (a) no authorization,
approval, consent, or other action by, notice to, or filing with, any governmental authority or other person is required for the
execution, delivery or performance by Guarantor of this Agreement; and (b) this Agreement has been duly executed, acknowledged
and delivered by Guarantor and constitutes the legal and binding obligation of Guarantor.


 


3.     This
Agreement shall be governed by and construed in accordance with the laws of the State of Texas and shall be binding upon Guarantor,
Landlord and their respective successors and assigns.


 


IN WITNESS WHEREOF, Guarantor
has executed this Agreement as of the date first above written.


 


	 	GUARANTOR:
	 	 
	 	EMERGENCY MEDICAL SERVICES CORPORATION, 
 a Delaware corporation
	 	 
	 	By: /s/ Randel Owen
	 	Name: Randel Owen
	 	Title: COO/CFO