AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S. RENAL CARE, INC. URCHIN MERGER SUB, INC. AND DIALYSIS CORPORATION OF AMERICA Dated as of April 13, 2010Merger Agreement • April 22nd, 2010 • U.S. Renal Care Inc • Services-misc health & allied services, nec • Florida
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 13, 2010 (this “Agreement”), is by and among U.S. Renal Care, Inc., a Delaware corporation (“Parent”), Urchin Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dialysis Corporation of America, a Florida corporation (the “Company”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement are defined in Section 9.1.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2010 • U.S. Renal Care Inc • Services-misc health & allied services, nec
This First Amendment to Employment Agreement (this “Amendment”) is entered into by and between Thomas P. Carey (the “Executive”) and Dialysis Corporation of America, a Florida corporation (individually, the “Company” and collectively with the Executive, the “Parties”), dated as of April 13, 2010, and effective as of the Effective Time (as defined below), and hereby amends the Employment Agreement between the Parties dated February 25, 2009, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”).
TENDER AND VOTING AGREEMENT BY AND AMONG THE SHAREHOLDER OF DIALYSIS CORPORATION OF AMERICA SET FORTH ON THE SIGNATURE PAGE HERETO DIALYSIS CORPORATION OF AMERICA U.S. RENAL CARE, INC. AND URCHIN MERGER SUB, INC. DATED AS OF April 13, 2010Tender and Voting Agreement • April 22nd, 2010 • U.S. Renal Care Inc • Services-misc health & allied services, nec • Delaware
THIS TENDER AND VOTING AGREEMENT, dated as of April 13, 2010 (this “Agreement”), is made and entered into by and among U.S. Renal Care, Inc., a Delaware corporation (“Parent”), Urchin Merger Sub, Inc. a Florida corporation and a wholly owned subsidiary of Parent (“Purchaser”), Dialysis Corporation of America, a Florida corporation (the “Company”), and the shareholder of the Company set forth on the signature page hereto (“Shareholder”).
