BACKSTOP SECURITIES AGREEMENTBackstop Securities Agreement • November 4th, 2009 • Rehabcare Group Inc • Services-hospitals • Delaware
This Backstop Securities Agreement (this “Agreement”) is dated as of November 3, 2009, by and among RehabCare Group, Inc., a Delaware corporation (the “Company”), and each person and entity identified on the signature pages hereto (each, including its successors and permitted assigns, a "Stockholder” and collectively, the “Stockholders”).
WARRANT SURRENDER AGREEMENTWarrant Surrender Agreement • November 4th, 2009 • Rehabcare Group Inc • Services-hospitals • Delaware
This Warrant Surrender Agreement (this “Warrant Surrender Agreement”) is entered into as of [_________], 2009 by each of the undersigned in favor and for the benefit of Triumph HealthCare Holdings, Inc., a Delaware corporation (the “Company”), and RehabCare Group, Inc., a Delaware corporation (“Parent”).
OPTION SURRENDER AGREEMENTOption Surrender Agreement • November 4th, 2009 • Rehabcare Group Inc • Services-hospitals • Delaware
This Option Surrender Agreement (this “Surrender Agreement”) is entered into as of [ ], 2009 by the undersigned in favor and for the benefit of Triumph HealthCare Holdings, Inc., a Delaware corporation (the “Company”), and RehabCare Group, Inc., a Delaware corporation (“Parent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2009 • Rehabcare Group Inc • Services-hospitals
This Agreement is made pursuant to that certain Backstop Securities Agreement, dated as of the date hereof, by and among the Company and each Stockholder (the “Backstop Agreement”).
ESCROW AGREEMENT1Escrow Agreement • November 4th, 2009 • Rehabcare Group Inc • Services-hospitals • Delaware
This Escrow Agreement (this “Escrow Agreement”), dated as of this ___day of , 2009, is made and entered into by and among RehabCare Group, Inc., a Delaware corporation (“Parent”), TA Associates, Inc., a Delaware corporation, in its capacity as securityholders representative (the “Securityholder Representative”, and together with Parent, the “Parties”), and JP Morgan Chase Bank, N.A., as Escrow Agent (the “Escrow Agent”).
AGREEMENT AND PLAN OF MERGER AMONG REHABCARE GROUP, INC., REHABCARE HOLDINGS, LLC, TRIUMPH HEALTHCARE HOLDINGS, INC., AND THE SECURITYHOLDER REPRESENTATIVE Dated as of November 3, 2009Merger Agreement • November 4th, 2009 • Rehabcare Group Inc • Services-hospitals • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of November 3, 2009, by and among RehabCare Group, Inc., a Delaware corporation (“Parent”), RehabCare Group East, Inc., a Delaware corporation (“RehabCare East”), RehabCare Hospital Holdings, LLC, a Delaware limited liability company (“Holdings”), RehabCare Merger Sub Corporation, a Delaware corporation (“Merger Sub”), Triumph Healthcare Holdings, Inc., a Delaware corporation (the “Company”), and TA Associates, Inc., a Delaware corporation in its capacity as the Securityholder Representative. Capitalized terms used herein have the meanings set forth in Section 10.17.
