AGREEMENT AND PLAN OF SHARE EXCHANGE between Onex Rescare Acquisition LLC and Res-Care, Inc. Dated as of September 6, 2010Share Exchange Agreement • September 8th, 2010 • Res Care Inc /Ky/ • Services-nursing & personal care facilities • Kentucky
and performance of this Agreement by Purchaser and the consummation of the Transactions, including the Offer and the Share Exchange;
Onex Partners III LP 712 Fifth Avenue New York, New York 10019 Attention: Robert M. Le Blanc Dear Mr. Le Blanc:Equity Investment Agreement • September 8th, 2010 • Res Care Inc /Ky/ • Services-nursing & personal care facilities
VOTING AGREEMENTVoting Agreement • September 8th, 2010 • Res Care Inc /Ky/ • Services-nursing & personal care facilities • Kentucky
This VOTING AGREEMENT, dated as of September 6, 2010 (this “Agreement”), by and among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), and Res-Care, Inc., a Kentucky corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Share Exchange Agreement (as defined below).
