AGREEMENT AND PLAN OF MERGER BY AND AMONG SELECT MEDICAL CORPORATION, SLMC FINANCE CORPORATION, CEDAR CLIFF ACQUISITION CORPORATION, CORA HEALTH SERVICES, INC. AND BRAD C. ROUSH, AS STOCKHOLDERS’ AGENT Dated as of October 1, 2007Agreement and Plan of Merger • October 3rd, 2007 • Select Medical Corp • Services-specialty outpatient facilities, nec • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of October 1, 2007, by and among Select Medical Corporation, a Delaware corporation (the “Guarantor”), SLMC Finance Corporation, a Delaware corporation and wholly-owned subsidiary of the Guarantor (“Parent”), Cedar Cliff Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), CORA Health Services, Inc., a Delaware corporation (the “Company”) and Brad C. Roush, as Stockholders’ Agent (as defined below). Certain other capitalized terms used in this Agreement are defined in Article I.
