Onex Partners III LP 712 Fifth Avenue New York, New York 10019 Attention: Robert M. Le Blanc Dear Mr. Le Blanc:Res Care Inc /Ky/ • September 8th, 2010 • 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).
AGREEMENT AND PLAN OF SHARE EXCHANGE between Onex Rescare Acquisition LLC and Res-Care, Inc. Dated as of September 6, 2010Agreement and Plan of Share • 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;
