AGREEMENT AND PLAN OF MERGER by and among KINDRED HEALTHCARE, INC., REHABCARE DEVELOPMENT 6, INC., CENTERRE HEALTHCARE CORPORATION, THE EXECUTING STOCKHOLDERS, AND THE STOCKHOLDER REPRESENTATIVE NAMED HEREIN Dated as of November 11, 2014Agreement and Plan of Merger • November 12th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 11, 2014, is entered into by and among (i) Kindred Healthcare, Inc., a Delaware corporation (“Parent”), (ii) RehabCare Development 6, Inc., a Delaware corporation (“Merger Sub”), (iii) Centerre Healthcare Corporation, a Delaware corporation (the “Company”), (iv) the stockholders of the Company set forth on the signature page hereto and the stockholders of the Company who deliver an executed Letter of Transmittal (each, an “Executing Stockholder” and collectively, the “Executing Stockholders”) and (v) Fortis Advisors LLC, a Delaware limited liability company, as the Executing Stockholders’ representative as provided for in Section 7.8 hereof (the “Stockholder Representative”). Each of Parent, Merger Sub, the Company, the Executing Stockholders, the Stockholder Representative, the Executing Option Holders and the Non-Owner Participants may be referred to herein as a “Party” and collectively as the “Parties.”
