Onex Partners III LP 712 Fifth Avenue New York, New York 10019 Attention: Robert M. Le Blanc Dear Mr. Le Blanc:
Exhibit 2.2
September , 2010
Onex Partners III LP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xx Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xx Xxxxx
Dear Xx. Xx Xxxxx:
I understand that a new holding company (“Purchaser”) to be formed by you and your affiliates
proposes to enter into an agreement and plan of share exchange (as it may be amended from time to
time, the “Agreement”) with Res-Care, Inc. (the “Company”) providing for the acquisition of all of
the shares of the Company’s common stock not held by you and your affiliates. This will confirm my
agreement to “roll over” into an equity investment in Purchaser 100% of my existing equity
investment in the Company and 100% of my non-vested shares net of withholding taxes. I understand
that my equity investment in Purchaser will be in the same type of securities as your investment
and at the same price per share; for purposes of the “roll over”, my existing equity investment in
the Company will be valued at the price paid to public shareholders in the acquisition. In order
to effect the rollover, I will not tender my existing equity investment nor any shares that may
vest as a result of this transaction in the Company in the tender offer that Purchaser will be
making pursuant to the Agreement.
I understand that this agreement, while legally binding, will be embodied in more formal
documentation (including shareholder agreements similar to those in place at other companies in
which Onex has invested) before the closing of the acquisition.
This letter and my agreements herein shall terminate if the Agreement is terminated for any
reason.
Very truly yours,