8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 3, 2009

REHABCARE GROUP, INC.

(Exact name of Company as specified in its charter)

Delaware	1-14655	51-0265872
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

7733 Forsyth Boulevard
Suite 2300
St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(800) 677-1238
(Company’s telephone number, including area code)

Not applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On November 3, 2009, RehabCare Group, Inc. (the “Company”), RehabCare Group East, Inc., RehabCare Hospital Holdings, L.L.C. (“Holdings”), RehabCare Merger Sub Corporation, a newly formed wholly-owned subsidiary of Holdings (“Merger Sub”), Triumph HealthCare Holdings, Inc. (“Triumph”) and TA Associates, Inc., in its capacity as the securityholder representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby Merger Sub will merge with and into Triumph (the “Merger”), with Triumph surviving as a wholly-owned subsidiary of Holdings. The Company will pay Triumph’s stockholders, warrant holders and option holders (collectively, the “Sellers”) an aggregate purchase price of $570 million, less proceeds used to retire certain Triumph indebtedness, and subject to certain closing adjustments as provided in the Merger Agreement (the “Merger Consideration”). The parties intend that the Company will pay the full amount of the Merger Consideration in cash, to be funded through (i) a senior debt financing, (ii) an underwritten offering of common stock under its currently effective registration statement on Form S-3 on file with the Securities and Exchange Commission and (iii) cash on hand. In the event the Company is unable to pay the Merger Consideration entirely in cash, the Company will issue up to $125 million of preferred stock of the Company to certain Triumph stockholders (the “Backstop Investors”), pursuant to a Backstop Securities Agreement (the “Backstop Securities Agreement”), dated as of November 3, 2009, between the Company and the Backstop Investors.

     The completion of the Merger is subject to certain conditions, including, among others, (i) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated, (ii) the Company has received the senior debt financing proceeds, (iii) subject to certain materiality exceptions, the representations and warranties made by the Company and Triumph, respectively, are true and correct and (iv) the Company and Triumph are in compliance in all material respects with their respective Merger Agreement obligations.

     The Merger Agreement contains customary representations, warranties and covenants by the parties. At the closing of the Merger, the Company will pay $25 million of the Merger Consideration into two escrow accounts. The first escrow account, in the amount of $2.5 million, will be used to satisfy any obligation of the Sellers to pay net working capital and other purchase price adjustments. The second escrow account, in the amount of $22.5 million, will be the sole and exclusive remedy available to the Company if Triumph’s representations and warranties fail to be true and correct (subject to certain materiality exceptions) at the signing or the closing of the Merger, or if Triumph breaches any of its covenants or agreements pursuant to the Merger Agreement. Any amounts remaining in the indemnity escrow account 16 months after closing, other than amounts set aside for claims pending at such time, will be released to the Sellers. The Company’s indemnification claims are subject to a $2 million deductible.

     If all of the conditions to the obligations of the Company have been satisfied or waived (other than (i) the senior debt financing condition and (ii) the underwritten common stock offering condition), and the Company has not consummated the Merger by December 31, 2009, then the Merger Agreement may be terminated by Triumph, in which case the Company would be required to pay Triumph a termination fee of $20 million in cash.

     Pursuant to the terms of the Backstop Securities Agreement, if the Company issues its preferred stock in connection with the Merger, the Company will be required to pay a 5% commitment fee and a 5% support fee to the Backstop Investors. The Company would issue 10% Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) until the Series A Preferred Stock equals 19.99% of the Company’s voting power on an as-converted basis. Beyond that threshold, the Company would issue 11.5% Series B Non-Voting Redeemable Preferred Stock (“Series B Preferred Stock”). The Series A Preferred Stock holders would have the right at any time to convert their shares into the Company’s common stock at a price per share of common stock equal to $20.00 (subject to adjustment for stock splits and stock dividends). The Company would be required to redeem the Series A Preferred Stock and Series B Preferred Stock 180 days after the expiration of the initial term of the senior debt financing that the Company obtained in connection with the Merger. For so long as the holders of the Series A Preferred Stock and Series B Preferred Stock hold at least 15% of the Company’s voting power on an as-converted basis, they will have the right to appoint two members to the Company’s board of directors, and for so long as such holders hold at least 5% of the Company’s voting power on an as-converted basis, they will have the right to appoint one member to the Company’s board of directors. The Series A Preferred Stock holders would also have certain approval rights, including, but not limited to, approval of: (i) the Company’s payment of a cash dividend on its

common stock; (ii) the Company’s entering into a change of control transaction (unless the Company redeems the Series A Preferred Stock and the Series B Preferred Stock prior to or in connection with the consummation of such transaction); (iii) the Company’s issuance of equity securities (subject to certain exceptions); (iv) the Company’s acquisition of assets for a purchase price in excess of $100 million; and (v) the Company’s incurrence of more than $25 million in new indebtedness unless the proceeds thereof are used to redeem the Series A Preferred Stock and Series B Preferred Stock.

     The foregoing description of the Merger Agreement and the Backstop Securities Agreement, and the transactions contemplated thereby, is not complete and is subject to and qualified in its entirety by reference to such agreements, copies of which are attached as exhibits hereto and the terms of which are incorporated herein by reference.

     The Merger Agreement and Backstop Securities Agreement have been included to provide investors and security holders with information regarding its terms. The agreements are not intended to provide any other financial information about the Company, Triumph or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the agreements were made only for purposes of those agreements and as of specific dates; were solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Item 8.01 Other Events.

Financing Commitments

     On November 3, 2009, the Company received commitments from Bank of America, N.A., Royal Bank of Canada and BNP Paribas for approximately $625 million in senior debt financing, subject to, among other things, entering into definitive credit documentation contemporaneously with the closing of the Merger.

Item 9.01 Financial Statements and Exhibits.

Exhibits — See Exhibit Index

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 3, 2009

REHABCARE GROUP, INC.

By: /s/ Jay W. Shreiner

Name: Jay W. Shreiner

Title: Executive Vice President and

          Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint News Release of the Company and Triumph
99.2	Agreement and Plan of Merger, dated November 3, 2009, between the Company, RehabCare Group East, Inc., RehabCare Hospital Holdings, L.L.C., RehabCare Merger Sub Corporation, Triumph and TA Associates, Inc.
99.3	Form of Certificate of Incorporation
99.4	Form of Letter of Transmittal
99.5	Form of Escrow Agreement
99.6	Form of Opinion
99.7	Form of Letter of Resignation
99.8	Form of Option Surrender Agreement
99.9	Form of Warrant Surrender Agreement
99.10	Backstop Securities Agreement, between the Company and certain investors named therein, including the exhibits listed therein
99.11	Registration Rights Agreement, between the Company and certain investors named therein

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
November 3, 2009

REHABCARE ANNOUNCES DEFINITIVE AGREEMENT
TO ACQUIRE TRIUMPH HEALTHCARE

ST. LOUIS, MO, November 3, 2009, RehabCare Group, Inc. (NYSE: RHB) announced today it has entered into a definitive agreement to acquire Triumph HealthCare, a leading developer and operator of long-term acute care hospitals (LTACHs) in the U.S., for $570.0 million, subject to adjustment. Triumph’s trailing 12-month revenues through September 30, 2009 were $439.7 million and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) was $89.7 million. The purchase price is approximately 6.2x the trailing 12-month adjusted EBITDA (see attached reconciliation). The transaction is expected to close on or about December 1, 2009, pending customary closing conditions, including regulatory approvals. The combined organization will represent the fourth largest post-acute hospital operator and the third largest LTACH provider in the country, with 29 LTACHs and six inpatient rehabilitation facilities (IRFs) operating in 13 states, including two LTACHs that will be added in the first half of 2010.

     John H. Short, Ph.D, RehabCare President and Chief Executive Officer, said the agreement is a milestone event for the Company. “Our long-stated strategy has been to accelerate the growth of our hospital operations through acquisitions. This acquisition, our largest to date, will significantly transform our Hospital division, providing the critical mass to leverage our infrastructure and expand our capabilities in a fundamental component of the post-acute continuum,” Dr. Short said. “It not only gives us immediate scale, increasing our hospital portfolio to 35 in 2010, but allows us to integrate the best practices of Triumph, an industry leader in managing efficient and profitable LTACHs that deliver superior patient outcomes.

     “Furthermore, it will rebalance our business portfolio, with managed services representing 53 percent of our revenue stream and owned operations representing 47 percent, on a pro forma basis for 2009. As a result, the Hospital division will immediately become a major earnings and cash flow contributor for our stockholders.”

     Dr. Short said the additional LTACHs also will create a balanced portfolio of post-acute services in combination with its 116 owned or managed IRFs, 35 managed outpatient therapy programs covering nearly 100 sites and contract rehabilitation services at about 1,100 skilled nursing facilities. “This transaction builds out our post-acute continuum of care in 11 markets where there is overlap with our other services, creating opportunities for synergies, improved patient flow and enhanced care.”

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REHABCARE ANNOUNCES ACQUISITION OF TRIUMPH HEALTHCARE Page 2

     Founded in 1999 and based in Houston, Texas, Triumph HealthCare currently operates 20 hospitals in seven states, including 11 freestanding and nine co-located LTACHs. The company employs approximately 3,800 clinical and administrative professionals and specializes in delivering innovative clinical programming and effective case management for long-term, high acuity patients.

     Charles L. Allen, Chairman and Chief Executive Officer of Triumph HealthCare said, “RehabCare’s acquisition of Triumph brings together two organizations with similar missions of growth, financial strength and delivering the highest quality care for critically injured or ill patients. We expect the integration of our two organizations will benefit our patients and have a long-term positive impact on our hospitals and the communities we serve.”

     Following the close, Brock Hardaway, Triumph’s President and Chief Operating Officer, will oversee operations of RehabCare’s LTACH business under the direction of Kevin Gross, RehabCare’s Senior Vice President of Hospital Operations. Hardaway has over 21 years experience in the healthcare industry, spending more than 16 in the LTACH sector. Prior to joining Triumph in 2005, he was responsible for the operations of over 30 hospitals for Select Medical Corporation.

     RehabCare expects the acquisition to be meaningfully accretive to diluted earnings per share attributable to RehabCare in 2010, including expected synergies. In the fourth quarter of 2009, the Company expects to incur one-time expenses related to closing the transaction of approximately $9.0 — $10.0 million on a pre-tax basis. The combined organization is expected to more than double the Company’s cash flow from operations.

     The transaction will be financed through a combination of committed bank financing, equity and/or seller financing in the form of convertible preferred stock of RehabCare and cash on hand. BofA Merrill Lynch, Royal Bank of Canada and BNP Paribas have provided a commitment for a new senior secured credit facility consisting of a $500.0 million term loan B facility and a $125.0 million revolving credit facility, which is expected to be substantially unfunded at the close of the transaction. BofA Merrill Lynch is acting as financial advisor to RehabCare in connection with this transaction.

     RehabCare management will discuss the transaction during its third quarter earnings conference call today at 5:00 p.m. Eastern. Listeners may access the call by dialing 800-640-9765, confirmation number 25516586, or in a listen-only mode through the Company’s website at http://www.rehabcare.com/investors/webcasts.html. A replay of the call will be available beginning at approximately 7:00 p.m. Eastern today by dialing 877-213-9653, confirmation number 25516586. An online archive of the conference call will remain on the Company’s website through January 4, 2010.

     With more than 25 years experience, RehabCare (www.rehabcare.com), a St. Louis-based company, is a leading national provider of physical rehabilitation services in conjunction with over 1,250 hospitals and skilled nursing facilities in 41 states. The Company also owns and/or operates freestanding rehabilitation and long-term acute care hospitals across the country. RehabCare is included in the Russell 2000 and Standard and Poor’s Small Cap 600 Indices.

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REHABCARE ANNOUNCES ACQUISITION OF TRIUMPH HEALTHCARE Page 3

     This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, the Company’s statement that it expects its acquisition of Triumph HealthCare to be meaningfully accretive to diluted earnings per share attributable to RehabCare in 2010, the statement that the combined organization is expected to more than double the Company’s cash flow from operations, and other statements about the proposed benefits of the acquisition, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based on the Company’s current beliefs and expectations and are subject to significant risks and uncertainties. Actual results could differ materially from those set forth in the forward-looking statements.

     Factors that could cause actual results to differ from those set forth in the forward-looking statements include, but are not limited to, the ability to obtain regulatory approvals to consummate the acquisition within the expected timeframe or at all, the possibility that the expected synergies of the proposed acquisition will not be realized in the amount or as and when budgeted, the possibility that transaction costs associated with the proposed acquisition may be greater than anticipated, the possibility that adjustments will be required in the purchase price allocation for the proposed merger, the risk that the businesses will not be integrated successfully, disruption from the acquisition that makes it more difficult to maintain business, customer and operational relationships and the possibility that the acquisition does not close, the risks that the Company fails to achieve revenue and margin targets for 2010, whether as a result of the impact of additional limitations on reimbursement, the introduction of new regulation or general economic or other factors. Additional factors that could cause results to differ materially from those described in the forward-looking statements, including statements regarding the expected impact of the Triumph HealthCare acquisition on the Company’s results, are discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K available at the SEC’s Internet site at http://www.sec.gov. You are cautioned not to rely on forward-looking statements as the Company cannot predict or control many factors that affect its ability to achieve the results estimated. The Company makes no promise to update any forward looking statements as a result of changes in underlying factors, new information, future events or otherwise.

CONTACT: RehabCare Group, Inc.
Financial: Jay Shreiner, Chief Financial Officer
Press: Donna Lee, Office of the CEO
(314) 863-7422

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REHABCARE ANNOUNCES ACQUISITION OF TRIUMPH HEALTHCARE Page 4

Reconciliation of Triumph HealthCare Holdings, Inc. Net Income to
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization
(Amounts in thousands)

	LTM1 Ended
	September 30,
	2009
Net income attributable to Triumph HealthCare Holdings, Inc.	$	26,904
Depreciation and amortization		14,022
Interest expense		31,596
Income taxes		16,372
Loss on disposal of assets		768
Adjusted EBITDA	$	89,662
Base purchase price2	$	570,000
Purchase price attributable to two hospitals to be added by mid- 2010		(10,600	)
Adjusted base purchase price2	$	559,400
Divided by LTM1 ended 9/30/09 adjusted EBITDA	$	89,662
Adjusted base purchase price2 EBITDA multiple		6.2

1	Last twelve months
2	Subject to adjustment

EX-99.2

Exhibit 99.2

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, 2009

TABLE OF CONTENTS

	Page
ARTICLE I THE MERGER		1
1.1 The Merger		1
1.2 Effective Time		2
1.3 Effects of Merger		2
1.4 Certificate of Incorporation and Bylaws of the Surviving Corporation		2
1.5 Directors and Officers of the Surviving Corporation		2
ARTICLE II MERGER CONSIDERATION; CONVERSION OF SECURITIES		2
2.1 Determination of and Form of Aggregate Merger Consideration and Closing Aggregate Merger Consideration		2
2.2 Effect on Securities of the Company		4
2.3 Common Stock Owned by the Company		5
2.4 Effect on Capital Stock of Merger Sub		6
2.5 Appraisal Rights		6
2.6 Surrender and Payment		6
2.7 Withholding Taxes; Certain Payments		8
2.8 Purchase Price Adjustment		8
2.9 Post-Closing Adjustment Amount		10
2.10 Escrow Accounts		11
2.11 Access		12
2.12 Assumed Company Debt		12
ARTICLE III CLOSING AND DELIVERIES		12
3.1 Closing		12
3.2 Deliveries by the Company		13
3.3 Deliveries by Parent		14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		15
4.1 Organization and Standing		15
4.2 Authority, Validity and Effect		15
4.3 Capitalization		16
4.4 Subsidiaries		16
4.5 No Conflict; Required Filings and Consents		17

i

TABLE OF CONTENTS
(continued)

	Page
4.6 Accounts and Notes Receivable and Payable		17
4.7 Financial Statements		18
4.8 Undisclosed Liabilities		18
4.9 Absence of Certain Changes		18
4.10 Real Property		18
4.11 Tangible Personal Property		19
4.12 Material Contracts		19
4.13 Compliance with Laws		22
4.14 Legal Proceedings		22
4.15 Permits		22
4.16 Labor Matters		23
4.17 Employee Plans		24
4.18 Environmental Matters		26
4.19 Tax Matters		26
4.20 Insurance		29
4.21 No Brokers		29
4.22 Bank Accounts; Powers of Attorney		29
4.23 Books and Records		29
4.24 Intellectual Property		30
4.25 Government Contracts		32
4.26 Related Party Transactions		36
4.27 Disclaimer of Other Representations and Warranties; Knowledge		37
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT, REHABCARE EAST, HOLDINGS AND MERGER SUB		37
5.1 Organization and Standing		37
5.2 Authority, Validity and Effect		38
5.3 No Conflict; Required Filings and Consents		38
5.4 Required Financing		39
5.5 No Brokers		39
5.6 Litigation		39

ii

TABLE OF CONTENTS
(continued)

	Page
5.7 Formation and Ownership of Merger Sub; No Prior Activities		39
5.8 Inspection; No Other Representations		40
5.9 SEC Reports; Disclosure Materials		41
ARTICLE VI COVENANTS		41
6.1 Access to Information		41
6.2 Conduct of Business Pending the Closing		41
6.3 Consents and Regulatory Approvals		46
6.4 Acquisition Proposals		47
6.5 Parent Financing		48
6.6 Further Assurances		51
6.7 Employee Matters		52
6.8 Public and Internal Announcements		52
6.9 Termination or Amendment of Certain Contracts		52
6.10 Resignation of Officers and Directors		52
6.11 Notification of Certain Matters		52
6.12 Confidentiality		53
6.13 Section 280G Approval		53
6.14 Conflicts and Privilege		53
6.15 Director and Officer Indemnification		54
6.16 Claims-Made Tail Policies		55
6.17 Facilities Renovations		55
6.18 Tax Matters		56
6.19 Stockholder Consent		58
6.20 Parent’s Covenants		58
ARTICLE VII CONDITIONS TO CLOSING		59
7.1 Conditions Precedent to Obligations of Parent and Merger Sub		59
7.2 Conditions Precedent to Obligations of the Company		60
ARTICLE VIII SURVIVAL AND INDEMNIFICATION		61
8.1 Survival		61

iii

TABLE OF CONTENTS
(continued)

	Page
8.2 Indemnification by Parent and Merger Sub		62
8.3 Indemnification of Parent and Merger Sub		62
8.4 Exclusive Remedy		63
8.5 Limitations on Indemnification		63
8.6 Procedures		65
8.7 Loss Tax Benefit		67
8.8 Reliance		67
ARTICLE IX TERMINATION		68
9.1 Termination of Agreement		68
9.2 Procedure Upon Termination		69
9.3 Effect of Termination		69
ARTICLE X MISCELLANEOUS		70
10.1 Representative Acting on Behalf of the Common Stockholders, Restricted Stockholders, Warrantholders and Optionholders		70
10.2 Transfer Taxes		71
10.3 Entire Agreement, Amendment and Waivers		71
10.4 Successors and Assigns		72
10.5 Expenses		72
10.6 Severability		72
10.7 Waiver		72
10.8 Notices		72
10.9 Specific Performance		74
10.10 No Third Party Beneficiaries		74
10.11 Governing Law		74
10.12 Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial		75
10.13 Non-Recourse		75
10.14 Execution in Counterparts		75
10.15 Titles and Headings		75
10.16 Certain Interpretive Matters		75
10.17 Definitions		76

iv

INDEX OF SCHEDULES

Schedules
Schedule 2.1(b)	Backstop Securities Percentage
Schedule 4.3	Capitalization
Schedule 4.4(a)	Subsidiaries
Schedule 4.5(a)	No Conflict
Schedule 4.5(b)	Company Required Filings and Consents
Schedule 4.10(a)	Real Property
Schedule 4.12	Material Contracts
Schedule 4.13	Compliance with Laws
Schedule 4.14	Legal Proceedings
Schedule 4.17(a)	Employee Benefit Plans
Schedule 4.18	Environmental Matters
Schedule 4.19(c)	Tax Power of Attorneys
Schedule 4.19(h)	Tax Returns
Schedule 4.19(l)	Taxes and Jurisdictions
Schedule 4.19(o)	Reportable Transactions
Schedule 4.20	Insurance
Schedule 4.21	Company Brokers
Schedule 4.22	Bank Accounts; Powers of Attorney
Schedule 4.24(a)-1	Registered Intellectual Property
Schedule 4.24(a)-2	Fees and Filings
Schedule 4.24(f)	Company Software
Schedule 4.25	Government Contracts
Schedule 4.26	Related Party Transactions
Schedule 5.3(b)	Parent and Merger Sub Required Filings and Consents
Schedule 5.5	Parent and Merger Sub Brokers
Schedule 5.6	Parent and Merger Sub Litigation
Schedule 6.2(b)(xx)	Settlements
Schedule 6.5(c)	Offering
Schedule 6.7	Terminated Employees
Schedule 6.9	Termination of Contracts
Schedule 6.16	Claims-Made Tail Policies
Schedule 6.17	Facilities Renovations
Schedule 7.1(e)	Company Authorizations, Consents and Approvals
Schedule 10.17(a)	Assumed Company Debt
Schedule 10.17(b)	Net Working Capital
Schedule 10.17(c)	Parent Available Cash
Schedule 10.17(d)	Payoff Letters
Schedule 10.17(e)	Pro Rata Percentage

v

INDEX OF EXHIBITS

Exhibits
Exhibit A	Backstop Securities Agreement
Exhibit B	Backstop Registration Rights Agreement
Exhibit C	Form of Certificate of Incorporation
Exhibit D	Form of Letter of Transmittal
Exhibit E	Form of Escrow Agreement
Exhibit F	Form of Opinion
Exhibit G	Form of Letter of Resignation
Exhibit H	Form of Option Surrender Agreement
Exhibit I	Form of Warrant Surrender Agreement

vi

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

     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.

RECITALS:

     WHEREAS, Parent has caused Holdings to form Merger Sub for the purpose of merging with and into the Company subject to the terms and conditions of this Agreement (the “Merger”);

     WHEREAS, the board of directors of each of the Company and Merger Sub have, in light of and subject to the terms and conditions set forth herein, approved this Agreement and the transactions contemplated hereby, including the Merger, and declared the Merger advisable, and in the best interests of, their respective stockholders;

     WHEREAS, on the date hereof, Parent and the Backstop Investors have entered into a Backstop Securities Agreement attached hereto as Exhibit A (the “Backstop Securities Agreement”) providing for the issuance, on a contingent basis, of shares of Parent’s Series A Preferred Stock and, if required, Series B Preferred Stock to the Backstop Investors on the terms and conditions set forth therein (the “Backstop Securities”); and

     WHEREAS, on the date hereof, Parent and the Backstop Investors have entered into a Registration Rights Agreement attached hereto as Exhibit B (the “Backstop Registration Rights Agreement”) pursuant to which Parent is obligated to register the Backstop Securities, if issued to the Backstop Investors, for resale to the public on the terms and conditions set forth therein.

     NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

THE MERGER

     1.1 The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”).

     1.2 Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company and Merger Sub shall cause a certificate of merger (the “Certificate of Merger”) to be executed and acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed to in writing by the Company and Merger Sub and specified in the Certificate of Merger in accordance with the DGCL (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

     1.3 Effects of Merger. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, the Surviving Corporation shall succeed to all of the assets, rights, privileges, powers and franchises, and be subject to all of the liabilities, restrictions and duties of the Company and Merger Sub, including under this Agreement, all as provided under the DGCL.

     1.4 Certificate of Incorporation and Bylaws of the Surviving Corporation. From and after the Effective Time: (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time and substantially in the form attached hereto as Exhibit C, shall be amended at the Effective Time to change the corporate name set forth therein to “Triumph Healthcare Holdings, Inc.” (or such other name as Parent may determine) and, as so amended, shall become the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with the provisions thereof and applicable Law, and (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall become the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with the provisions thereof, the provisions of the certificate of incorporation of the Surviving Corporation and applicable Law.

     1.5 Directors and Officers of the Surviving Corporation. From and after the Effective Time: (a) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors are duly qualified and elected, as the case may be, and (b) the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation (in addition to any officers named by the board of directors of the Surviving Corporation at or after the Effective Time), until the earlier of their death, resignation or removal or until their respective successors are duly qualified and appointed, as the case may be.

ARTICLE II
MERGER CONSIDERATION; CONVERSION OF SECURITIES

     2.1 Determination of and Form of Aggregate Merger Consideration and Closing Aggregate Merger Consideration.

          (a) Upon the terms and subject to the conditions set forth in this Agreement (including with respect to the manner of payment), the aggregate consideration to be paid to the Securityholders in connection with the Merger pursuant to this Agreement and the Escrow

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Agreement (the “Aggregate Merger Consideration”) to be paid at the Closing (in cash and, if applicable pursuant to Section 2.1(b) below, a portion to be paid in Backstop Securities to the Backstop Investors), pursuant to this Agreement shall be based upon the sum of (i) the Base Purchase Price, plus (ii) the Aggregate Warrant Exercise Price, plus (iii) the Aggregate Option Exercise Price, minus (iv) the amount of the Estimated Adjustment Items, minus (v) the amount, if any, by which Estimated Net Working Capital is less than Target Net Working Capital, plus (vi) $0 in the event that Estimated Net Working Capital is greater than or equal to Target Working Capital minus (vii) Company Debt, minus (viii) the Escrow Amounts, minus (ix) the Representative Expense Fund Amount minus (x) the Tail Policy Fees.

          (b) It is the intention of the parties that amounts required to be paid at the Closing by Parent pursuant to Sections 3.3(a), (b), (c), (d), and (e) shall be in the form of cash. Parent intends to fund such payments through (i) the net proceeds of the Offering, (ii) cash on hand of $10,000,000 and (iii) the net proceeds of the Debt Financing. In the event that, at the Closing, there is not sufficient Parent Available Cash to pay the amounts required by Sections 3.3(a), (b), (c), (d), and (e) (a “Parent Cash Shortfall”), Parent shall, subject to the condition set forth in Section 7.2(f), issue Backstop Securities having an aggregate liquidation preference (the per share liquidation preference of such Backstop Securities is referred to herein as the “Face Amount”) equal to the amount of the Parent Cash Shortfall to the Backstop Investors in accordance with the percentages set forth on Schedule 2.1(b) (the “Backstop Securities Percentage”) and pursuant to the terms and conditions of the Backstop Securities Agreement.

          (c) In the event that there is a Parent Cash Shortfall, payment of Parent Available Cash and issuance of Backstop Securities at the Closing shall be made in accordance with the priorities set forth below:

          (i) First, Parent shall use the Parent Available Cash to make the payments required by Sections 3.3(a), (b), (c)(i) and (d);

          (ii) Second, Parent shall use a portion of the remaining Parent Available Cash to make the payment required by Section 3.3(c)(ii) with respect to all Securityholders other than the Backstop Investors and shall make the portion of the Aggregate Securityholder Closing Payment required to be made to all Securityholders other than the Backstop Investors;

          (iii) Third, Parent shall use any remaining Parent Available Cash to make the portion of the Aggregate Securityholder Closing Payment required to be made to the Backstop Investors to the extent of such remaining Parent Available Cash and shall issue Backstop Securities to the Backstop Investors in accordance with Section 2.1(c)(v) with an aggregate Face Amount equal to the amount of any Parent Cash Shortfall, subject to the condition set forth in Section 7.2(f);

          (iv) Fourth, Parent shall use any remaining Parent Available Cash to make the payment required by Section 3.3(c)(ii) into the Indemnity Escrow Account on behalf of the Backstop Investors to the extent of such remaining Parent Available Cash and shall issue Backstop Securities in the Indemnity Escrow Account on behalf of the Backstop Investors in accordance with Section 2.1(c)(v) with an aggregate Face Amount equal to the amount of any shortfall; and

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          (v) All Backstop Securities issued by Parent to the Backstop Investors shall be in the form of Series A Preferred Stock until such time as Parent has issued shares of Series A Preferred Stock in an amount equal to the Series A Issuance Cap and thereafter all Backstop Securities issued by Parent to the Backstop Investors shall be in the form of Series B Preferred Stock.

          (d) Commitment Consideration. The parties hereto acknowledge that, pursuant to the terms and conditions hereof and of the Backstop Securities Agreement, in consideration for the agreement to accept Backstop Securities in lieu of cash, and as consideration for the commitments made hereunder by the Backstop Investors, Parent has agreed to pay additional consideration in the aggregate amount of 5% of the aggregate Face Amount of Backstop Securities issued to the Backstop Investors (if any), payable to the Backstop Investors in accordance with their Backstop Securities Percentages.

          (e) Support Consideration. The parties hereto acknowledge that, pursuant to the terms and conditions hereof and of the Backstop Securities Agreement, in consideration for the agreement to accept Backstop Securities in lieu of cash, and as consideration for the support provided hereunder by the Backstop Investors, Parent has agreed to pay additional consideration in the aggregate amount of 5% of the aggregate Face Amount of Backstop Securities issued to the Backstop Investors (if any), payable to the Backstop Investors in accordance with their Backstop Securities Percentages.

     2.2 Effect on Securities of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of any Person:

          (a) Common Stock. Each share (a “Share”) of Class A and Class B common stock of the Company, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than any Share to be cancelled pursuant to Section 2.3) shall be converted automatically into the right to receive from Parent or the Surviving Corporation, subject to the terms and conditions of this Agreement (including with respect to timing and manner of payment), a portion of the Aggregate Merger Consideration equal to the quotient derived by dividing (i) the Aggregate Merger Consideration, by (ii) the Aggregate Fully Diluted Share Count (such quotient, the “Fully Diluted Per Share Merger Consideration”), payable without interest to the holder thereof in accordance with this Agreement. The aggregate amount of all such payments described above shall be referred to as the “Aggregate Common Stock Payment”. All such Shares shall no longer be outstanding and shall automatically be cancelled and retired and cease to exist, and each holder of an original certificate which immediately prior to the Effective Time represented any such Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the applicable portion of the Aggregate Securityholder Closing Payment therefor, without interest, upon the surrender of such Certificate to Parent in accordance with this Agreement.

          (b) Restricted Stock. Each Share outstanding immediately prior to the Effective Time which is subject to vesting or other lapse restrictions pursuant to the Company

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Option Plan or any applicable restricted stock award agreement (the “Restricted Stock”) shall vest and become free of such restrictions as of the Effective Time and shall, as of the Effective Time, be treated as a share of Common Stock in accordance with this Agreement including Section 2.2(a).

          (c) Warrants. Each Warrant unexercised immediately prior to the Effective Time shall be cancelled and converted into the right to receive from Parent or the Surviving Corporation, subject to the terms of this Agreement (including with respect to timing and manner of payment), a portion of the Aggregate Merger Consideration equal to (i) the product of (A) the Fully Diluted Per Share Merger Consideration, multiplied by (B) the aggregate number of shares of Common Stock issuable upon exercise in full of such Warrant as of immediately prior to the Effective Time, minus (ii) the maximum aggregate cash exercise price payable upon exercise of such Warrant (without regard to any cashless exercise provisions) (the “Warrant Payment”). From and after the Effective Time, any such cancelled Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such Warrantholder to the Warrant Payment (if applicable) upon the execution and delivery of a Warrant Surrender Agreement in accordance with this Agreement.

          (d) Options. Each Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall become fully vested and exercisable and shall be cancelled and converted into the right to receive from the Surviving Corporation, subject to the terms of this Agreement (including with respect to timing and manner of payment), a portion of the Aggregate Merger Consideration equal to (i) the product of (A) the Fully Diluted Per Share Merger Consideration, multiplied by (B) the aggregate number of shares of Common Stock for which such Option is exercisable as of immediately prior to the Effective Time, minus (ii) the aggregate cash exercise price payable upon exercise of such Option (without regard to any cashless exercise provisions) (the “Option Payment”); provided, however, that such Option Payment shall be reduced by any required withholdings; provided, further, that the holder of any such Option shall have the right to exercise such Option as of immediately prior to the Effective Time and to the extent vested as a result of this Section 2.2(d) subject to the consummation of the transactions contemplated hereby. From and after the Effective Time, any such cancelled Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the Option Payment (if applicable) with respect to such Option upon the execution and delivery of an Option Surrender Agreement in accordance with this Agreement.

          (e) Issuance of Backstop Securities. In the event that any Backstop Securities are issued to the Backstop Investors at the Closing pursuant to Section 2.1(b), then the payments of the Aggregate Securityholder Closing Payment to the Backstop Investors shall be paid in a combination of Backstop Securities and cash in accordance with Section 2.1(c). The payment to be made to each Backstop Investor shall be comprised of (i) Backstop Securities having an aggregate Face Amount equal to the aggregate Face Amount of Backstop Securities to be issued to the Backstop Investors multiplied by the Backstop Security Percentage for such Backstop Investor and (ii) cash in an amount equal to the remaining amount of the Aggregate Securityholder Closing Payment in accordance with Section 2.1(c).

     2.3 Common Stock Owned by the Company. Notwithstanding the provisions set forth in Section 2.2, each share of Common Stock held immediately prior to the Effective Time by the Company as treasury stock shall be cancelled and no payment shall be made with respect thereto.

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     2.4 Effect on Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any Person, shall be converted into and become one fully-paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation at the Effective Time. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

     2.5 Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Fully Diluted Per Share Merger Consideration as provided in Section 2.2(a), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Fully Diluted Per Share Merger Consideration as provided in Section 2.2(a).

     2.6 Surrender and Payment.

          (a) Payment. Parent shall act as agent for the payment of the Aggregate Securityholder Closing Payment to the Common Stockholders and Restricted Stockholders upon surrender of the applicable Certificates therefor and receipt of a duly executed letter of transmittal in substantially the form attached hereto as Exhibit D (the “Letter of Transmittal”), or with respect to the Warrantholders, upon receipt of a duly executed Warrant Surrender Agreement, in each case in accordance with this Article II, from time to time after the Effective Time. The Surviving Corporation, on behalf of Parent, shall act as agent for the payment of the Option Payment, in accordance with this Article II. As soon as practicable after the Effective Time, the Surviving Corporation shall pay or shall cause to be paid to each Optionholder their respective Option Payment upon receipt of a duly executed Option Surrender Agreement, without interest, but subject to all Taxes required to be withheld therefrom.

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          (b) Exchange Procedure. Upon surrender of a Certificate or Warrant for cancellation to Parent, together with a Letter of Transmittal or Warrant Surrender Agreement, as the case may be, duly completed and validly executed in accordance therewith (and such other customary documents as may reasonably be required by Parent), the holder of such Certificate or Warrant shall be entitled to receive in exchange therefor a portion of the Aggregate Securityholder Closing Payment, as set forth in Section 2.2(a) and Section 2.2(c), respectively, for each Share formerly represented by such Certificate or Warrant and the Certificates and Warrants so surrendered shall forthwith be cancelled. Upon the receipt by the Surviving Corporation of a duly completed and validly executed Option Surrender Agreement and such other documentation as may be reasonably requested by the Surviving Corporation in respect of each Option, the holder of such Option shall be entitled to receive in exchange therefor a portion of the Aggregate Securityholder Closing Payment, as set forth in Section 2.2(d), for each Share formerly represented by such Option, and Options so surrendered shall forthwith be cancelled. If payment of a portion of the Aggregate Securityholder Closing Payment is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (i) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of the payment of a portion of the Aggregate Securityholder Closing Payment to a Person other than the registered holder of such Certificate surrendered or (B) shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.6(b), each Certificate, Option or Warrant shall be deemed at any time after the Effective Time to represent only the right to receive a portion of the Aggregate Securityholder Closing Payment as contemplated by this Article II.

          (c) Transfer Books; No Further Ownership Rights in Shares. The portion of the Aggregate Securityholder Closing Payment paid in respect of Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates and, at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law.

          (d) Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, providing an indemnity against any claim that may be made against it with respect to such Certificate, Parent shall pay, in exchange for such lost, stolen or destroyed Certificate, the portion of the Aggregate Securityholder Closing Payment to be paid in respect of the Shares formerly represented by such Certificate, as contemplated by this Article II.

          (e) Termination of Payment Obligations. At any time following the Closing Date, the holders of Certificates shall be entitled to look only to Parent or the Surviving Corporation, as applicable, subject to abandoned property, escheat or other similar Laws, as

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general creditors thereof with respect to the payment of any portion of the Aggregate Securityholder Closing Payment that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this Agreement. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Parent or the Surviving Corporation, as applicable, free and clear of all claims or interest of any Person previously entitled thereto.

          (f) No Liability. Notwithstanding anything in this Agreement to the contrary, none of Parent, the Surviving Corporation, or the Company shall be liable to any Person for any portion of the Aggregate Securityholder Closing Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

     2.7 Withholding Taxes; Certain Payments. Parent and the Surviving Corporation shall be entitled to deduct and withhold from any payments required to be made pursuant to this Agreement such amounts that are required to be deducted and withheld with respect to the making of such payments under the Code or any provision of Law. To the extent amounts are so withheld and paid over to the appropriate Taxing Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

     2.8 Purchase Price Adjustment.

          (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith estimate of the calculation of Net Working Capital (the “Estimated Net Working Capital”), Selling Expenses, and, in accordance with Section 6.17, the Facilities Renovation Balance (the Company’s good faith estimate of the Facilities Renovation Balance and Selling Expenses shall be referred to herein as the “Estimated Adjustment Items”).

          (b) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall deliver, or shall cause to be delivered, to the Securityholder Representative a certificate (the “Closing Certificate”), setting forth a good faith calculation of Net Working Capital, Selling Expenses, the Facilities Renovation Balance, the Net Adjustment Amount and the amount of any cash or cash equivalents of the Company not distributed or used to retire any portion of Company Debt (“Excess Cash”), in each case as of the Closing, along with reasonable supporting or underlying documentation used in the preparation of the Closing Certificate. Parent shall deliver and furnish the Securityholder Representative any additional supporting or underlying documentation pertinent to the Closing Certificate as may be reasonably requested by the Securityholder Representative. The Closing Certificate is to be prepared in accordance with the Accounting Principles with respect to the calculation of Net Working Capital and Excess Cash.

          (c) If the Securityholder Representative delivers written notice (the “Disputed Items Notice”) to Parent within thirty (30) days following receipt by the Securityholder Representative of the Closing Certificate, stating that the Securityholder Representative objects to any of the amounts set forth in the Closing Certificate and specifying the nature of the dispute

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and the basis therefor, then (i) the Securityholder Representative and Parent shall in good faith attempt to resolve any such dispute and, if they so resolve all disputes, the Closing Certificate (and the amount or computation of Net Working Capital, Selling Expenses, Facilities Renovation Balance, Excess Cash and the Net Adjustment Amount indicated therein), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on all parties, (ii) only those matters that are specified in such Disputed Items Notice shall be deemed to be in dispute, and all other matters shall be conclusive and binding on all parties, (iii) in the event that the Net Adjustment Amount shown on the Closing Certificate prepared by Parent is positive, within two (2) Business Days following the Securityholder Representative’s receipt of the Closing Certificate, Parent and the Securityholder Representative shall instruct the Escrow Agent to release any funds in the Working Capital Escrow Account, including interest earned thereon, to the Securityholders in accordance with their Pro Rata Percentages, and (iv) in the event that the Net Adjustment Amount shown on the Closing Certificate prepared by Parent is negative, within two (2) Business Days following the Securityholder Representative’s receipt of the Closing Certificate, Parent and the Securityholder Representative shall instruct the Escrow Agent to release any funds in the Working Capital Escrow Account in excess of the absolute value of the Net Adjustment Amount to the Securityholders in accordance with their Pro Rata Percentages. The Securityholder Representative shall not dispute the accounting principles and adjustments used in preparing the Closing Certificate with respect to Net Working Capital if such principles and adjustments are consistent with the Accounting Principles. If the Securityholder Representative does not deliver a Disputed Items Notice to Parent within thirty (30) days following receipt by the Securityholder Representative of the Closing Certificate, the computation of Net Working Capital, Selling Expenses, Facilities Renovation Balance, Excess Cash and the corresponding Net Adjustment Amount specified in the Closing Certificate shall be conclusively presumed to be true and correct in all respects and shall be binding upon all parties.

          (d) If the Securityholder Representative and Parent, notwithstanding such good faith effort, are unable to agree upon all of the computations contained in the Closing Certificate as identified in the Disputed Items Notice within thirty (30) days after delivery of the Disputed Items Notice, then the Securityholder Representative and Parent jointly shall engage the Houston, Texas office of Deloitte & Touche LLP (the “Accounting Firm”), to resolve any items in the Disputed Items Notice that have not been resolved and to make a determination of such amounts. The parties shall request that the determination of the Accounting Firm shall be made within thirty (30) days after its selection pursuant to procedures mutually agreeable to by Parent and the Securityholder Representative. The Accounting Firm shall resolve only the items set forth in the Disputed Items Notice that are still in dispute and make a determination of the computation of the relevant amounts, which shall be conclusive and binding on all parties. In resolving any disputed item, the Accounting Firm (i) shall be bound by the provisions of this Section 2.8 and any other relevant provisions of this Agreement and (ii) may not assign a value to any item greater than the greatest value for such items claimed by either Parent or the Securityholder Representative or less than the smallest value of such items claimed by either Parent or the Securityholder Representative.

          (e) The fees, costs and expenses (“Accounting Firm Costs”) of the Accounting Firm’s review and determination as set forth in Section 2.8(d) above shall be allocated based on the inverse of the percentage its determination (before such allocation) bears to the amount of the Net Adjustment Amount in dispute as originally submitted to the

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Accounting Firm. For example, should the amount of the Net Adjustment Amount in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of the Securityholder Representative’s position, 60% of the costs of its review would be borne by Parent, and 40% of the costs of its review would be paid out of the Working Capital Escrow Account, as provided below. Any Accounting Firm Costs in respect of the Securityholder Representative’s position pursuant to this Section 2.8(e) shall be paid upon the final determination of the Net Adjustment Amount by release of funds to Parent from the Working Capital Escrow Account to the extent there are sufficient funds in the Working Capital Escrow Account; provided, however, that to the extent there are insufficient funds in the Working Capital Escrow Account, such payment shall be by release of all funds to Parent from the Working Capital Escrow Account and the remaining funds (or, if Backstop Securities have been issued, by release of Backstop Securities and/or funds from the Indemnity Escrow Account in accordance with the Order of Priority) shall be released to Parent from the Indemnity Escrow Account, in each case, by the Escrow Agent in accordance with the terms of the Escrow Agreement. During the review by the Accounting Firm, Parent, the Securityholder Representative and the Surviving Corporation will each make available to the Accounting Firm interviews with such individuals, and such information, books and records and work papers, as may be reasonably required by the Accounting Firm to fulfill its obligations under Section 2.8(d); provided, however, that the accountants of the Securityholder Representative, Parent or the Surviving Corporation shall not be obliged to make any work papers available to the Accounting Firm unless and until such firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

     2.9 Post-Closing Adjustment Amount.

          (a) If the Net Adjustment Amount is positive, Parent shall promptly deliver, or cause to be delivered, in cash, to the Securityholders the Net Adjustment Amount plus the amount of Excess Cash in accordance with their Pro Rata Percentages.

          (b) If the Net Adjustment Amount is negative, the absolute value of such Net Adjustment Amount less the amount of Excess Cash shall be promptly released to Parent from the Working Capital Escrow Account; provided, however, that to the extent that there are insufficient funds in the Working Capital Escrow Account, such payment shall be by release of all funds to Parent from the Working Capital Escrow Account and the remaining difference shall be released to Parent from the Indemnity Escrow Account (and if Backstop Securities have been issued, by release of Backstop Securities and/or funds from the Indemnity Escrow Account in accordance with the Order of Priority), in each case, by the Escrow Agent in accordance with the terms of the Escrow Agreement. For purposes of clarity, if the Net Adjustment Amount is equal to zero, no payment shall be made by any party pursuant to this Section 2.9.

          (c) “Net Adjustment Amount” shall mean an amount (whether positive or negative) equal to (i) the Net Working Capital Adjustment Amount plus (ii) the amount of the Estimated Adjustment Items minus the amount of the Final Adjustment Items.

          (d) “Net Working Capital Adjustment Amount” shall mean (i) in the event that the Estimated Net Working Capital is less than the Target Net Working Capital, an amount (whether positive or negative) equal to the amount of the Final Net Working Capital minus the

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Estimated Net Working Capital (provided that in event the result under this clause (i) is a positive number, then such amount shall not exceed an amount equal to the Target Net Working Capital minus the Estimated Net Working Capital), (ii) in the event that (A) the Estimated Net Working Capital is greater than the Target Net Working Capital and (B) the Final Net Working Capital is less than the Target Net Working Capital, the negative amount equal to the Final Net Working Capital minus the amount of the Target Net Working Capital, and (iii) in the event that (A) the Estimated Net Working Capital and (B) the Final Net Working Capital are greater than the Target Net Working Capital, zero.

          (e) Any payment pursuant to this Section 2.9 shall be made at a mutually convenient time and place as soon as practicable (but in no event less than five (5) Business Days after the Net Adjustment Amount has been determined pursuant to Section 2.9(c)) by wire transfer by Parent or the Escrow Agent, as the case may be, of immediately available funds to the account of such other party as designated in writing by such other party.

          (f) Upon the final determination of the Net Adjustment Amount pursuant to Section 2.8 and this Section 2.9, and the payment of any required payments by Parent or the Escrow Agent pursuant to this Section 2.9, any funds remaining in the Working Capital Escrow Account, including interest earned thereon, shall be released to the Securityholders in accordance with their Pro Rata Percentages and in accordance with the terms of the Escrow Agreement.

     2.10 Escrow Accounts.

          (a) The Escrow Agent will hold (a) the Indemnity Escrow Amount in an escrow account (the “Indemnity Escrow Account”) to be used in connection with (i) the funding of any shortfall in the Working Capital Escrow Account under the purchase price adjustment described in Sections 2.8 and 2.9, if applicable, (ii) the reimbursement obligations pursuant to Section 6.16(b) and (iii) the indemnification obligations set forth in Article VIII, and described in an escrow agreement in substantially the form attached hereto as Exhibit E, with such modifications as may be requested by the Escrow Agent so long as such modifications are reasonably acceptable to each of Parent and the Securityholder Representative (the “Escrow Agreement”), and (b) the Working Capital Escrow Amount in an escrow account used in connection with the purchase price adjustment described in Sections 2.8 and 2.9 (the “Working Capital Escrow Account”, together with the Indemnity Escrow Account, the “Escrow Accounts”) and described in the Escrow Agreement. The portion of the Escrow Amounts delivered to, and held by, the Escrow Agent on behalf of each Securityholder shall be determined in accordance such Securityholder’s Pro Rata Percentage. In the event that Backstop Securities are contributed to the Indemnity Escrow Account in accordance with Section 2.1(c)(iv), at any time the Securityholder Representative may (on behalf of the Backstop Investors), at its option, contribute cash to the Indemnity Escrow Account and, upon receipt of such cash by the Escrow Agent, the Escrow Agent shall release to the Backstop Investors Backstop Securities representing an aggregate Face Amount equal to such contributed cash. The Escrow Amounts shall be retained and released by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement.

          (b) At any time when Backstop Securities are held in the Indemnity Escrow Account, the Securityholder Representative may vote the Backstop Securities in any matter

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submitted to a vote of the holders of the applicable class of Backstop Securities and subject to the terms and conditions of the Certificate of Designations governing the Backstop Securities, convert the Backstop Securities into shares of Parent’s common stock (the “Parent Common Escrow Shares”) and/or arrange for the sale of the Parent Common Escrow Shares or Backstop Securities as permitted by applicable law and the terms and conditions of the Backstop Securities Agreement and Backstop Registration Rights Agreement (the “Backstop Securities Sale”). In such case, at, and subject to the consummation of, the closing of the Backstop Securities Sale, Parent shall, contemporaneously with the closing of any Backstop Securities Sale, subject to the deposit of the proceeds into the Indemnity Escrow Account pursuant to the proviso below, reissue the Parent Common Escrow Shares or Backstop Securities, as applicable, to the purchaser of such shares; provided, however, that no such sale shall be permitted pursuant to this Agreement if the proceeds from such Backstop Securities Sale paid into the Indemnity Escrow Account after giving effect to the payment of such proceeds into escrow the amount (based on the aggregate Face Amount and accumulated but unpaid dividends on any Backstop Securities and the amount of any cash then held in the Indemnity Escrow Account) then held in the Indemnity Escrow Account would be less than (x) $22,500,000 minus (y) the amount of any previous distributions out of the Indemnity Escrow Account. In the event that any payment of proceeds from such Backstop Securities Sale are in excess of the aggregate Face Amount plus any accumulated but unpaid dividends on the sold Backstop Securities (or, in the case of the sale of Parent Common Escrow Shares, the aggregate Face Amount plus any accumulated but unpaid dividends on the Backstop Securities that were converted into such Parent Common Escrow Shares) the amount of such excess shall be paid by the purchaser to the Backstop Investors in accordance with their Backstop Securities Percentages and not deposited into the Indemnity Escrow Account.

     2.11 Access. For purposes of complying with the terms set forth in Sections 2.8 and subject to the execution of customary non-reliance letters or similar agreements requested by third parties, the Company and the Securityholder Representative shall cooperate with and make available to the other parties and their respective representatives all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Certificate and the resolution of any disputes thereunder.

     2.12 Assumed Company Debt. The Assumed Company Debt shall not be paid off in connection with the Closing. Accordingly and for the sake of clarity, the amount of any prepayment or other penalties, premiums, fees, make-whole payments, expenses and breakage costs with respect to the Assumed Company Debt shall not be deducted from the Aggregate Merger Consideration.

ARTICLE III
CLOSING AND DELIVERIES

     3.1 Closing. Unless this Agreement has previously terminated pursuant to Article IX, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m. (Dallas time) within two (2) Business Days following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time)

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(the “Closing Date”), at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75021, unless another time, date or place is agreed to in writing by the parties hereto. Except as otherwise set forth herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

     3.2 Deliveries by the Company. At the Closing, the Company shall have delivered or caused to be delivered to Parent and Merger Sub the following items:

          (a) fully executed Payoff Letters;

          (b) final invoices for applicable parties reflecting the Selling Expenses;

          (c) a copy of the certificate of incorporation, organization or formation of the Company and each of its Subsidiaries, in each case certified as of a recent date by the Secretary of State of its state of incorporation, organization or formation;

          (d) a certificate of good standing (or equivalent document) for the Company and each of its Subsidiaries as of the most recent practicable date from the state of its incorporation, organization or formation;

          (e) a duly executed certificate of the secretary or general partner, as applicable, of the Company and each of its Subsidiaries, dated as of the Closing Date, given by him or her on behalf of the Company or such Subsidiary and not in his or her individual capacity, certifying as to the bylaws, limited liability company agreement, limited partnership agreement or similar operating agreement of the Company and each of its Subsidiaries;

          (f) certified copies of the resolutions duly adopted by the Company Board authorizing the Company’s execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby;

          (g) certified copies of the resolutions duly adopted by the holders of the majority of the outstanding voting shares of Common Stock of the Company, approving this Agreement and the consummation of all transactions contemplated hereby;

          (h) written resignations, effective as of the Closing Date, from all of the directors and officers of the Company’s Subsidiaries required to resign pursuant to Section 6.10;

          (i) original corporate record books and stock record books of the Company and each of its Subsidiaries not already in the possession of the Company or such Subsidiaries which delivery shall be accomplished by causing such books and records to remain in the possession of the Company at its principal office;

          (j) the Escrow Agreement, duly executed by the Securityholder Representative and the Escrow Agent;

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          (k) in the event that Backstop Securities are to be issued pursuant to Section 2.1(b), the delivery of all items required to be delivered to Parent pursuant to the Backstop Securities Agreement;

          (l) a Warrant Surrender Agreement duly executed by each Warrantholder;

          (m) an opinion of Goodwin Procter, LLP, counsel to the Company, in substantially the form of Exhibit F hereto;

          (n) the certificate referenced in Sections 7.1(a) and 7.1(b); and

          (o) a duly executed confidentiality, non-competition and non-solicitation agreement from TA Associates, Inc. in substantially the form previously agreed to by Parent.

     3.3 Deliveries by Parent. At the Closing, Parent and Merger Sub shall have delivered or caused to be delivered to the Company, Securityholder or the applicable Person the following items:

          (a) payment of the amounts set forth in the Payoff Letters delivered pursuant to Section 3.2(a), by wire transfer of immediately available funds to the accounts of the applicable lenders or other parties as set forth in the Payoff Letters;

          (b) payment of the amounts set forth on the invoices delivered pursuant to Section 3.2(b), by wire transfer of immediately available funds to the accounts of the relevant parties as specified in such invoices;

          (c) payment of (i) the Working Capital Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the Working Capital Escrow Account and (ii) the Indemnity Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the Indemnity Escrow Account; provided, that, in the event that Backstop Securities are to be issued to the Backstop Investors pursuant to Section 2.1(b), the Indemnity Escrow Amount shall be funded (A) first, by payment by wire transfer of immediately available funds to the Indemnity Escrow Account of an amount equal to the product of the Indemnity Escrow Amount and the Pro Rata Percentages of the Securityholders other than the Backstop Investors (for the account of such Securityholders) and (B) second, by contribution to the Indemnity Escrow Account on account of the Backstop Investors of Backstop Securities having an aggregate Face Amount equal to the Indemnity Escrow Amount less the amounts funded pursuant to clause (A) above (the “Backstop Escrow Amount”) and, to the extent the aggregate Face Amount of Backstop Securities to be issued to the Backstop Investors is less than the Backstop Escrow Amount, payment to the Escrow Agent by wire transfer of immediately available funds to the Indemnity Escrow Account of the amount of such shortfall;

          (d) payment of the Representative Expense Fund Amount by wire transfer of immediately available funds to an account maintained by the Securityholder Representative;

          (e) payment of the Aggregate Securityholder Closing Payment in accordance with Sections 2.2 and 2.6 to the Securityholders by wire transfer of immediately available funds and, if applicable, delivery of certificates representing the appropriate number and class of Backstop Securities to the Backstop Investors;

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          (f) in the event that Backstop Securities are to be issued pursuant to Section 2.1(b), the delivery of all items required to be delivered by Parent pursuant to the Backstop Securities Agreement;

          (g) the Escrow Agreement, duly executed by Parent and the Escrow Agent;

          (h) a copy of the certificate of incorporation of Merger Sub certified as of a recent date by the Secretary of State of Delaware;

          (i) a certificate of good standing for Merger Sub as of the most recent practicable date from the State of Delaware;

          (j) a duly executed certificate of the secretary of Merger Sub, dated as of the Closing Date, given by him or her on behalf of Merger Sub and not in his or her individual capacity, certifying as to the bylaws of Merger Sub;

          (k) the certificate referenced in Sections 7.2(a) and 7.2(b); and

          (l) certified copies of the resolutions duly adopted by Parent’s board of directors and Merger Sub’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to Parent and Merger Sub as follows:

     4.1 Organization and Standing. The Company and each of its Subsidiaries are entities duly organized or formed, validly existing and in good standing under the laws of their respective jurisdiction of incorporation or organization. The Company and each of its Subsidiaries are duly qualified to do business, and are in good standing, in each jurisdiction in which the character of the properties owned or leased by them or in which the conduct of their business requires them to be so qualified, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. The Company and each of its Subsidiaries have all corporate, limited partnership or limited liability company (as applicable) power and authority to own, lease and use their properties and assets and to carry on their business as currently conducted in all material respects.

     4.2 Authority, Validity and Effect. The execution, delivery and performance by the Company of this Agreement and each other agreement or document contemplated to be executed and delivered by it in connection with the transactions contemplated hereby (the “Company Documents”) and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the

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part of the Company in accordance with the provisions of the DGCL and the certificate of incorporation and bylaws of the Company, as the case may be, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the Company Documents. This Agreement and each of the Company Documents have been duly executed and delivered by the Company and each of its Subsidiaries (to the extent such Person is a party thereto) and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of the Company or each such Subsidiary (as applicable), enforceable against them in accordance with their respective terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) (collectively, the “General Enforceability Exceptions”).

     4.3 Capitalization. The authorized capital stock of the Company consists of 10,542,903 shares of Common Stock, divided into two classes of which (a) 10,042,903 shares, par value of $0.01 per share (which includes 84,930 shares of Restricted Stock) are designated as Class A Common Stock of which 7,606,370 (which includes 84,930 shares of Restricted Stock) shares are issued and outstanding and (b) 300,000 shares, par value of $0.01 per share, are designated as Class B Common Stock of which 300,000 shares are issued and outstanding. Each issued and outstanding share of Common Stock is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive right. As of the date hereof, 299,478 shares of Common Stock are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Options and 538,850 shares of Common Stock are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Warrants. Except as set forth on Schedule 4.3, there are no (a) outstanding or authorized Rights with respect to the Company or (b) voting trusts, proxies or other agreements or understandings to which the Company is a party or by which the Company is bound with respect to the voting, transfer or other disposition of its shares of capital stock. Schedule 4.3 sets forth (a) each holder of Options or Warrants with respect to the Company, (b) the exercise, conversion, purchase, strike or base price, as applicable, of each such Options or Warrants, (c) the date of grant of each such Options or Warrants, and (d) the date of expiration of each such Options or Warrants.

     4.4 Subsidiaries.

          (a) Schedule 4.4(a) sets forth a true, correct and complete list of the name, jurisdiction of organization and equity owner(s) of each Subsidiary of the Company. Each Subsidiary of the Company is a business entity of the type indicated on Schedule 4.4(a) duly organized, validly existing and in good standing under the laws of the jurisdiction set forth opposite the name of such Subsidiary on Schedule 4.4(a) and is duly licensed or qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed, qualified or in good standing has not resulted in, and would not reasonably be expected to result in, a Material Adverse Effect. Each Subsidiary of the Company has the requisite corporate, limited partnership or limited liability company (as applicable) power and authority to own and hold its properties

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and to carry on its business as now conducted and as proposed to be conducted. Except as set forth on Schedule 4.4(a), the Company owns all of the outstanding equity interests of each of its Subsidiaries, and the Company and its Subsidiaries have no obligation or commitment to issue equity interests in any Subsidiary to any other Person. There are no (i) authorized or outstanding Rights relating to any of the Subsidiaries of the Company or (ii) voting trusts, proxies or other agreements or understandings to which any of the Subsidiaries of the Company is bound with respect to the voting, transfer or other disposition of its equity interest.

          (b) Except for the Subsidiaries of the Company set forth on Schedule 4.4(a), the Company has no Subsidiaries and does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities exercisable or exchangeable for, or convertible into capital stock of any other Person or (B) any participating interest in any partnership, limited liability company, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other Person.

     4.5 No Conflict; Required Filings and Consents.

          (a) Neither the execution and delivery of this Agreement or the Company Documents by the Company or any of its Subsidiaries, nor the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby or thereby, nor compliance by the Company or any of its Subsidiaries with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provisions of the articles or certificate of incorporation, certificate of formation, bylaws or operating agreement (or equivalent organizational documents) of the Company or any of its Subsidiaries, (ii) except as set forth on Schedule 4.5(a), constitute or result in a material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, cancellation, modification or acceleration with respect to, any Material Contract (or result in the creation or imposition of a Lien (other than a Permitted Lien) upon any material property or assets of the Company or any of its Subsidiaries), or (iii) conflict with or violate, in any material respect, any Order, Law or material Permit applicable to the Company or any of its Subsidiaries or any of their respective properties or assets.

          (b) Other than as set forth on Schedule 4.5(b) or as may be required under the HSR Act, no consent or approval is required to be obtained by the Company or any of its Subsidiaries for the consummation by the Company or any of its Subsidiaries of the transactions contemplated by this Agreement or by the Company Documents.

     4.6 Accounts and Notes Receivable and Payable. All accounts and notes receivable of the Company and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practices and none of the Company or any of its Subsidiaries has increased or extended the payment terms (i.e. days to pay) with respect to any such accounts and notes receivables relative to past practices. All accounts payable of the Company and its Subsidiaries reflected on the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business.

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     4.7 Financial Statements.

          (a) True, correct and complete copies of the following financial statements have been delivered to Parent prior to the date hereof: (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2007 and 2008, and the related audited consolidated statements of operations, stockholders’ equity, and cash flows of the Company and its Subsidiaries for the years ended December 31, 2006, 2007 and 2008, together with the notes thereto (the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet (the “Balance Sheet”) of the Company and its Subsidiaries as of September 30, 2009 (the “Balance Sheet Date”), and the related unaudited consolidated statements of operations, stockholders’ equity, and cash flows for the nine-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Company Financial Statements”).

          (b) The Company Financial Statements (i) have been prepared in accordance with the Accounting Principles and fairly present, in all material respects, the financial position, results of operations, stockholders’ equity, and cash flows of the Company, on a consolidated basis with its Subsidiaries, as of the dates and for the periods indicated, and (ii) were prepared in accordance with the books and records of the Company and its Subsidiaries; provided, however, that the Interim Financial Statements do not include year-end audit adjustments (which, to the Company’s Knowledge, are not expected to be material individually or in the aggregate).

     4.8 Undisclosed Liabilities. Neither the Company nor any Subsidiary has any material liabilities or obligations of any nature, whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and whether arising out of transactions entered into or any condition or state of facts existing on or prior to the date hereof, other than (a) liabilities and obligations set forth on the Balance Sheet, and (b) liabilities and obligations which have arisen after the Balance Sheet Date in the ordinary course of business consistent with past practice.

     4.9 Absence of Certain Changes. Since the Balance Sheet Date, each of the Company and its Subsidiaries has conducted its business and operations in the ordinary course and consistent with past practices and (a) there has not been any event, change, occurrence, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect and (b) neither the Company nor any Subsidiary has taken any action that, if Section 6.2 had applied during the period beginning on the Balance Sheet Date and ending on the date of this Agreement, would have constituted a breach thereof.

     4.10 Real Property.

          (a) Schedule 4.10(a) sets forth (i) a complete list of all real property and interests in real property owned by the Company and its Subsidiaries (the “Owned Properties”), and (ii) a complete list of all real property and interests in real property leased by the Company or any of its Subsidiaries (the “Real Property Leases” and, together with the Owned Properties, the “Real Property”) as lessee, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto). The Company and its Subsidiaries hold indefeasible fee title to all Owned Properties, free and clear of all Liens, except Permitted Liens. The Real Property constitutes all

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interests in real property currently used, occupied or currently held for use in connection with the business of the Company and the Subsidiaries. To the Knowledge of the Company, none of the improvements located on Owned Property constitutes a material violation of applicable Laws. The Company has delivered to Parent true, correct and complete copies of the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto to the extent in its or its Subsidiaries’ possession or control. Except as set forth on Schedule 4.10, the Real Property is not subject to any leases, rights of first refusal, options to purchase or rights of occupancy.

          (b) The Company or a Subsidiary, as the case may be, has a valid, binding and enforceable leasehold interest (subject to the General Enforceability Exceptions) under each of the Real Property Leases under which it is a lessee, free and clear of all Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect. Neither the Company nor any Subsidiary is in default in any material respect under any Real Property Lease. Since the Acquisition Date, neither the Company nor any Subsidiary has received or given any notice of any default under any of the Real Property Leases and, to the Knowledge of the Company, no other party is in material default thereof and no party to any Real Property Lease has exercised any termination rights with respect thereto.

          (c) There does not exist any actual or, to the Knowledge of the Company, threatened or contemplated, condemnation or eminent domain proceedings that would render it economically unfeasible to use any Real Property as the Company or any Subsidiary currently use such Real Property, and since the Acquisition Date, neither the Company nor any Subsidiary has received any written notice of the intention of any Governmental Entity or other Person to take or use all or any part thereof.

     4.11 Tangible Personal Property. The Company or a Subsidiary, as the case may be, has good and valid title to, or good and valid leasehold interests in, all office equipment, furniture, vehicles, machinery and equipment, tools, and other tangible personal property (collectively, the “Tangible Personal Property”) owned or leased, as applicable, by the Company or its Subsidiaries, free and clear of any Liens of any kind or nature whatsoever, except for Permitted Liens. All items of Tangible Personal Property currently used by the Company or any Subsidiary as of the date hereof are in reasonably good operating condition and repair, ordinary wear and tear excepted and are physically located at or about the Company’s place of business or the place of business of the applicable Subsidiary. The Tangible Personal Property consists of all tangible personal property used in the operation of the business of the Company or its Subsidiaries as currently conducted. None of the Tangible Personal Property is subject to any Contract for its use by any Person other than the Company or its Subsidiaries. The maintenance and operation of the Tangible Personal Property complies in all material respects with all applicable Laws. No item of Tangible Personal Property owned or used by the Company or any of its Subsidiaries as of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind.

     4.12 Material Contracts. Set forth on Schedule 4.12 is a true, correct and complete list of each of the following Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreement:

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          (a) Contracts relating to Company Debt or to mortgaging, pledging or otherwise placing a Lien on any material portion of any assets or property of the Company or any Subsidiary, other than Permitted Liens, including letters of credit, guaranties, indentures, swaps and similar agreements;

          (b) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any Subsidiary of any operating business or material assets or the capital stock of any other Person;

          (c) Contracts relating to the ownership of or investments in or disposition of any business or enterprise, including Contracts for investments in joint ventures, strategic alliances, cooperatives, partnerships, licensing arrangements or sharing of profits or proprietary information and minority equity investments;

          (d) Contracts that require the acquisition of any material assets or properties (including equity interests) of any other Person in excess of $500,000 or any Contract relating to prior acquisitions to the extent the Company or any of its Subsidiaries still has any remaining right, obligation or liability thereunder, except for purchase orders entered into in the ordinary course of business;

          (e) Contracts that require the disposition of any material assets or properties (including equity interests) in excess of $500,000 or line of business of the Company or any of its Subsidiaries or any Contract relating to prior dispositions to the extent the Company or any of its Subsidiaries still has any remaining right, obligation or liability thereunder, except for purchase orders entered into in the ordinary course of business;

          (f) Contracts under which the Company or any of its Subsidiaries is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rent exceeds $500,000;

          (g) Contracts under which the Company or any of its Subsidiaries is lessor of, or permits any third party to hold or operate any property, real or personal, for which the annual rent exceeds $500,000;

          (h) Contracts or group of related Contracts with the same party for the purchase of products or services providing for payments by the Company or any of its Subsidiaries, individually or in the aggregate, in excess of $500,000 in any fiscal year that is not terminable without penalty upon less than thirty (30) days prior written notice by the Company or its Subsidiaries, as applicable;

          (i) Contracts or group of related Contracts with the same party providing for payments to the Company or any of its Subsidiaries, individually or in the aggregate, in excess of $500,000 in any fiscal year, except for purchase orders entered into in the ordinary course and leases or subleases of any Real Property;

          (j) royalty Contracts, Intellectual Property Licenses or any other Contracts relating to any Intellectual Property or Technology (excluding licenses pertaining to “off-the-

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shelf” commercially available Software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $500,000).

          (k) Contracts or series of related Contracts involving annual expenditures or receipts by the Company or any Subsidiary of more than $500,000 or providing for performance, regardless of amounts, over a period in excess of three (3) months after the date of such Contract, arrangement or commitment other than Real Property Leases;

          (l) employment, severance or consulting Contracts, offers of employment or Contracts providing for change in control or other similar payments;

          (m) warranties, indemnities or guaranties issued by the Company or any Subsidiary (other than customary product warranties provided by the Company or any Subsidiary in the ordinary course of business);

          (n) Contracts containing (i) covenants restricting the right of the Company or any Subsidiary to engage in any business activity or to compete with any business anywhere in the world, (ii) covenants not to solicit or hire any person with respect to employment or (iii) covenants of any other Person (A) not to compete with the Company or any Subsidiary in any line of business or in any geographical area or (B) not to solicit or hire any person with respect to employment;

          (o) Contracts with a Governmental Entity or with a Person known by the Company to be under contract with a Governmental Entity with respect to the subject matter of the Contract with the Company or any Subsidiary, as applicable;

          (p) Contracts under which the Company or any Subsidiary has made advances or loans to any other Person;

          (q) Contracts between the Company or any of its Subsidiaries and any referring physician, medical group, or a physician-owned entity that would be reasonably likely to involve payment to or from the Company or any of its Subsidiaries in excess of $100,000 and Contracts between the Company’s or any of its Subsidiaries’ medical director or program director that would be reasonably likely to involve payment to or from the Company or any of its Subsidiaries in excess of $25,000;

          (r) any other material Contracts not made in the ordinary course of business and consistent with past practice that would be reasonably likely to involve payment to or from the Company or any of its Subsidiaries in excess of $500,000; or

          (s) outstanding offers or commitments to enter into any Contract of the nature described in subsections (a) through (r) of this Section 4.12.

     All such Contracts listed or required to be listed on Schedule 4.12 are referred to herein as “Material Contracts”. The Company has delivered to Parent prior to the date hereof, a true, correct and complete copy of all written Material Contracts (and a true, correct and complete description of all oral Material Contracts), together with all amendments, modifications and supplements thereto. Each of the Material Contracts is in full force and effect and is a legal,

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valid and binding agreement of the Company or its Subsidiaries, as applicable, and is enforceable against the Company or its Subsidiaries, as applicable, and to the Company’s Knowledge, the other parties thereto, subject only to the General Enforceability Exceptions. Except as set forth on Schedule 4.12, neither the Company nor its Subsidiaries, as applicable, is in material breach or material default under any such Material Contract and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default by the Company or its Subsidiaries, as applicable, or, to the Company’s Knowledge, any other party thereto under such Material Contract.

     4.13 Compliance with Laws. Except as set forth on Schedule 4.13, the Company and its Subsidiaries are in compliance, and have complied since the Acquisition Date, in all material respects with all Laws applicable to their formation, business, properties and operations. The Company and its Subsidiaries have not received any written notice of any investigation or review by any Government Entity in respect of the Company or its Subsidiaries that is pending or threatened and, to the Knowledge of the Company, no such investigation or review is pending or threatened, nor has any Government Entity expressed an intention in a writing received by the Company or its Subsidiaries to conduct the same.

     4.14 Legal Proceedings. Except as set forth on Schedule 4.14, there are no Legal Proceedings pending or to the Knowledge of the Company threatened in a writing delivered to the Company or its Subsidiaries against the Company, its Subsidiaries or their properties, assets or business, or to the Company’s Knowledge relating to or involving any of the officers, directors or employees of the Company or any Subsidiary in connection with the business of the Company or any Subsidiary. There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened in a writing delivered to the Company or its Subsidiaries challenging the validity or propriety of, or otherwise relating to or involving, this Agreement or the transactions contemplated hereby or which could reasonably be expected to prevent or materially delay the consummation of the Merger or the transactions contemplated hereby. There is no material judgment, order, writ, injunction, decree or award (whether issued by a court, an arbitrator, a Governmental Entity or agency thereof or otherwise) to which the Company or any Subsidiary is a party, or involving the property, assets or business of the Company or any Subsidiary, which is unsatisfied or which requires continuing compliance therewith by the Company or a Subsidiary. To the Knowledge of the Company, there are no Legal Proceedings pending or threatened in a writing delivered to the Company or its Subsidiaries against any current or former officer, director or employee of the Company or any Subsidiary (in his or her capacity as such) which gives rise, or which would reasonably be expected to give rise, to a claim for contribution or indemnification against the Company or any Subsidiary. Neither the Company nor any Subsidiary is engaged in any legal action in which the Company or a Subsidiary is seeking equitable relief or to recover for damages sustained by it.

     4.15 Permits. The Company and each of its Subsidiaries have since the Acquisition Date and currently have in force, and are in compliance in all material respects with all of the conditions and requirements imposed by, all material Permits used in or required for the conduct of their business as presently conducted. Neither the Company nor any Subsidiary has received any written notice of, and the Company does not have Knowledge of, any written notice from any appropriate authority seeking to cancel, revoke or modify, or any inquiries, proceedings or investigations which would be reasonably likely to result in the cancellation, revocation or modification of, any material Permit.

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     4.16 Labor Matters.

          (a) Neither the Company nor any Subsidiary is a party to any collective bargaining agreement, and neither the Company nor any Subsidiary has any duty to bargain with any union purporting to act as the exclusive bargaining representative of the employees of the Company or any Subsidiary. Within the preceding three (3) years, there have been no representation or certification proceedings, or petitions seeking a representation proceeding, pending or, to the Knowledge of the Company, threatened in a writing delivered to the Company to be brought or filed with the National Labor Relations Board. To the Knowledge of the Company, within the preceding three (3) years there have been no organizing activities involving the Company or any Subsidiary in respect of any group of employees of the Company or any Subsidiary.

          (b) There is no current picketing, and no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Company’s Knowledge, threatened in a writing delivered to the Company against or involving the Company or any Subsidiary. There are no unfair labor practice charges, grievances or complaints pending or, to the Company’s Knowledge, threatened in a writing delivered to the Company by or on behalf of any employee or group of employees of the Company or any Subsidiary.

          (c) There are no complaints, charges or claims against the Company or any Subsidiary pending or, to the Company’s Knowledge, threatened in a writing delivered to the Company to be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any Subsidiary.

          (d) The Company and each of its Subsidiaries are in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to labor contracts, wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax.

          (e) There has been no “mass layoff”, “plant closing” or “retrenchment” as defined by the Worker Adjustment and Retraining Notification Act, as amended, or by the Laws of the applicable jurisdiction in which any Subsidiary has employees in respect of the Company or any Subsidiary within the six (6) months prior to the date hereof.

          (f) Since the Acquisition Date, each individual who is performing or has performed services for the Company or any Subsidiary has been treated by the Company or the applicable Subsidiary as an independent contractor is and has been properly classified as an independent contractor for federal income, employment tax and other purposes.

          (g) The Company and its Subsidiaries have made all necessary, statutory deductions from the remuneration of their employees as required by applicable Laws in the

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relevant jurisdictions, including those pertaining to income and professional taxes, and the amounts so deducted have been paid to the proper Governmental Entity in a timely manner.

     4.17 Employee Plans.

          (a) Schedule 4.17(a) sets forth a true, correct, and complete list of:

          (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pursuant to which the Company or any Subsidiary has any obligation or liability, contingent or otherwise;

          (ii) all employment, consulting, termination, profit sharing, severance, retention, change of control, individual compensation or indemnification agreements, and all bonus or other incentive compensation, deferred compensation or other compensation or benefit plan, salary continuation, disability, stock award, stock option, phantom stock or other equity (or equity-based), stock purchase, pension benefit, retirement benefit, health or welfare benefit, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union or vacation agreements, policies, plans, agreements, trusts, funds or arrangements of any kind; and

          (iii) all other employee benefit plans, fringe benefit programs, contracts, programs, funds or arrangements in respect of any current or former officer, director, employee, consultant or independent contractor of the Company or any Subsidiary or with respect to which the Company or any Subsidiary makes or is required to make payments, transfers or contributions or has any obligation or liability (contingent or otherwise) (all of the above being hereinafter referred to as the “Company Employee Plans”).

Except as separately identified on Schedule 4.17(a), the Company and any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer with the Company under Sections 414(b), (c), (m) or (o) of the Code, have not sponsored, maintained, contributed to or have been obligated to contribute to, or have any liability (contingent or otherwise) with respect to any “employee pension plans”, as defined in Section 3(2) of ERISA, subject to Title IV of ERISA or Section 412 of the Code, including a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” subject to Sections 4063 or 4064 of ERISA.

          (b) In respect of each Company Employee Plan, a complete and correct copy of each of the following documents (if applicable) has been provided or made available to Parent: (i) the most recent plan and related trust documents and/or insurance contracts, and all amendments thereto; (ii) the most recent summary plan description (including the “employee handbook” in the applicable jurisdiction), and all related summaries of material modifications thereto; (iii) the most recent Forms 5500 (including, schedules and attachments) for the past three (3) years; (iv) the most recent IRS determination, opinion or notification letter; (v) each restricted stock purchase agreement, notice of grant of stock options, phantom stock agreement or warrant agreement pursuant to which the Company or any Subsidiary has issued any shares or

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rights to acquire shares of its capital stock or equity participation rights to its employees, directors, advisors, consultants, and independent contractors; (vi) each written employment and consulting agreement and each individual severance or other compensation agreement, and all amendments thereto; (vii) all material written communications to employees relating to the Company Employee Plans within the past eighteen (18) months; and (viii) written descriptions of all non-written agreements relating to Company Employee Plans.

          (c) The Company Employee Plans and their related trusts intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, have received an IRS determination opinion or notification letter. Nothing has occurred with respect to the operation of the Company Employee Plans which would cause (i) to the Company’s Knowledge, the loss of such qualification or exemption or (ii) the imposition of any material liability, penalty or tax under ERISA or the Code. There is no voluntary employee benefit association that provides benefits to current or former employees of the Company or any Subsidiary, or their beneficiaries.

          (d) The Company Employee Plans have been maintained and administered in all material respects in accordance with their terms and applicable Laws. There are no pending or, to the Knowledge of the Company, threatened claims, or proceedings against or relating to any Company Employee Benefit Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator (other than routine benefit claims by persons entitled to benefits thereunder). Neither the Company nor any Subsidiary or Affiliate, nor any “party in interest” or “disqualified person” with respect to the Company Employee Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA, and no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Employee Plan that could, in each case, reasonably be expected to result in any material liability to the Company.

          (e) Neither the Company nor any Subsidiary has any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or independent contractors of the Company or any Subsidiary except (i) as may be required under Part 6 of Title I of ERISA (or similar state Laws) at the sole expense (or, if applicable, at an adjusted expense reduced for subsidized coverage provided by the federal government under the American Recovery and Reinvestment Act of 2009) of the participant or the participant’s beneficiary or (ii) through the last day of the calendar month in which the participant terminates employment with the Company or any Subsidiary.

          (f) Neither the Company nor any Subsidiary has a contract, plan or commitment, whether legally binding or not, to create any additional Company Employee Plans or to modify any existing Company Employee Plan.

          (g) None of the assets of any Company Employee Plan that is intended to qualify under Section 401(a) of the Code is stock of the Company, a Subsidiary or any of their Affiliates, or property leased to or jointly owned by the Company, a Subsidiary or any of their Affiliates.

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          (h) Except as expressly contemplated by Article I, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee (current, former, or retired), consultant or independent contractor of the Company or any Subsidiary, (ii) increase any benefits under any Company Employee Plan of the Company or any Subsidiary, or (iii) result in the acceleration of the time of payment, vesting or funding of, or other rights in respect of, any such benefits.

     4.18 Environmental Matters.

          (a) The operations of the Company and its Subsidiaries have been conducted since the Acquisition Date, and continue to be, in material compliance with all Environmental Laws, which compliance includes obtaining and maintaining all Permits required under applicable Environmental Laws for the continued operation of its business;

          (b) Since the Acquisition Date, neither the Company nor any Subsidiary has received written notice or any written communication alleging, in respect of any such party, the violation of or liability under any Environmental Law and neither to the Company nor any Subsidiary is the subject of any pending or, to the Company’s Knowledge, threatened in a writing delivered to the Company or its Subsidiaries, claim, investigation or judicial, administrative or arbitral proceedings under any Environmental Law.

          (c) Since the Acquisition Date and except as set forth on Schedule 4.18, there has been no Release of Hazardous Materials on the Owned Properties, or to the Company’s Knowledge, on any real property currently leased by the Company or any of its Subsidiaries or formerly owned, leased or operated real property by the Company or its Subsidiaries that could reasonably be expected to require material Remedial Action or could reasonably be expected to result in the Company incurring material liability under Environmental Laws.

          (d) To the Company’s Knowledge, there are no current facts, circumstances or conditions arising out of or relating to the operations of the Company or any of the Subsidiaries, Real Property or formerly owned, leased or operated real property that would reasonably be expected to result in the Company or any Subsidiary, in each case, incurring material liability under Environmental Laws.

          (e) The Company and the Subsidiaries have made available for inspection by Parent true and correct copies of all material environmental, health or safety assessments, audits, studies, reports, analyses, results of investigations and all material correspondences related to any environmental liabilities that are in the Company’s or the Subsidiaries’ possession, custody or control with respect to the Company, its Subsidiaries or the Real Property or to any pending or any unresolved claim or liability.

     4.19 Tax Matters.

          (a) The Company and each of its Subsidiaries have duly and timely filed with the appropriate Governmental Entities all income Tax Returns and all other material Tax Returns required to be filed by them or with respect to the Company or such Subsidiary, as applicable, its assets or its operations, and all such Tax Returns are true, complete and correct in all respects. The Company and each of its Subsidiaries has fully and timely paid all Taxes due and payable or

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claimed or asserted by any Taxing Authority to be due and payable from or with respect to the Company or such Subsidiary, its assets or its operations. The unpaid Taxes of the Company and its Subsidiaries did not, as of the Balance Sheet Date, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet. All required estimated Tax payments sufficient to avoid any material underpayment penalties or interest have been made by or on behalf of the Company and each Subsidiary. The Company has previously made available to Parent copies of (i) all income Tax Returns and other material Tax Returns filed by the Company or any Subsidiary relating to the taxable periods of the Company and its Subsidiaries for the last three (3) years, and (ii) all material audit reports issued within the last five (5) years (or otherwise in respect of any audit or investigation in progress) relating to Taxes due from or with respect to the Company or any Subsidiary.

          (b) As of the Balance Sheet Date, no material additional reserves were required for Taxes (whether current or deferred) under Financial Accounting Standards Board interpretation No. 48 (Accounting for Uncertainty in Income Taxes) beyond those reflected in the Balance Sheet.

          (c) No material deficiencies for any Taxes have been proposed, asserted, or assessed in writing against the Company or any Subsidiary that have not been fully paid or adequately provided for in the appropriate Company Financial Statements, no requests for extensions or waivers of the time to assess any Taxes have been granted or are pending, and except as set forth on Schedule 4.19(c), no power of attorney in respect of any Taxes has been executed or filed with any Taxing Authority. No material issues relating to Taxes have been raised by the relevant Taxing Authority in writing or have been otherwise raised to the Company’s Knowledge during any currently pending audit or examination.

          (d) No Liens for Taxes exist upon the assets or properties of the Company or any Subsidiary, except for Liens arising as a matter of law relating to current Taxes not yet due and payable.

          (e) Neither the Company nor any Subsidiary is a party to or is bound by any Tax sharing agreement, Tax indemnity obligation, or similar agreement, arrangement, or practice in respect of Taxes (including any advance pricing agreement, closing agreement, or other agreement relating to Taxes with any Taxing Authority). Neither the Company nor any Subsidiary is now or has ever been a member of a consolidated, combined, affiliated, unitary or similar Tax group for federal, state, local or other Tax purposes other than such a group, the common parent of which is, or was, the Company. There are no outstanding deferred intercompany transactions for federal income tax purposes.

          (f) There is no Contract, plan or arrangement involving the Company or any Subsidiary currently in effect that could give rise to the payment of any amount (whether in cash or property or the vesting of property) that would not be deductible by Parent or Company by reason of Section 280G or Section 162(m) of the Code, or would be subject to an excise tax or withholding under Section 4999 of the Code.

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          (g) The Company and each of its Subsidiaries have complied in all material respects with all Laws applicable to the payment and withholding of Taxes and have duly and timely withheld and paid over to the appropriate Taxing Authority all Taxes required to be so withheld and paid.

          (h) No federal, state, local, or foreign audits or other administrative proceedings or court proceedings are currently pending relating to any Taxes due from or with respect to the Company or any Subsidiary or Tax Returns of the Company or any Subsidiary, and neither the Company nor any Subsidiary has received any written notice of any proposed audit or proceeding. No issue has been raised in writing by a Taxing Authority in any prior examination of the Company or any Subsidiary which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any subsequent taxable period. Except as set forth on Schedule 4.19(h), all income, franchise and similar Tax Returns filed in respect to Taxes for which the Company or any Subsidiary is liable have been examined by the relevant Taxing Authority, or the applicable statute of limitations on assessment with respect to such Tax Returns has expired.

          (i) Neither the Company nor any Subsidiary nor any other Person on its behalf has agreed to make any adjustments pursuant to Section 481(a) of the Code (or any predecessor provision) or any similar provision of Law or has any Knowledge that any Taxing Authority has proposed any such adjustment or change in accounting method, or has any application pending with any Taxing Authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company or any Subsidiary.

          (j) Neither the Company nor any Subsidiary has (i) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of Law with respect to the Company or any Subsidiary; (ii) received or filed any requests for rulings or determinations in respect of any Taxes since its inception; or (iii) extended or requested an extension of the time within which to file any Tax Return, which Tax Return has since not been filed, or for the payment of Taxes, which Taxes have not since been paid.

          (k) Neither the Company nor any Subsidiary is currently, or has been during the applicable period specified in Code Section 897(c)(1)(A)(ii), a “United States real property holding company” within the meaning of Section 897(c) of the Code.

          (l) Schedule 4.19(l) lists (i) all types of income and other material Taxes paid and all types of Tax Returns filed by or on behalf of the Company and its Subsidiaries and (ii) all of the jurisdictions that impose such Taxes or with respect to which the Company or any Subsidiary has a duty to file such Tax Returns. Neither the Company nor any Subsidiary has received any written notice of any claim that has been made by a Taxing Authority in a jurisdiction where the Company or any Subsidiary does not file Tax Returns to the effect that the Company or a Subsidiary, as applicable, is or may be required to pay any Tax by that jurisdiction.

          (m) Neither the Company nor any Subsidiary is subject to any private letter rulings from the IRS or comparable rulings from other taxing authorities.

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          (n) Neither the Company nor any Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

          (o) Except as set forth on Schedule 4.19(o), neither the Company nor any Subsidiary has participated in any “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b).

     4.20 Insurance. Schedule 4.20 sets forth a complete and correct list and brief summary description (including information on the premiums payable in connection therewith and the scope and amount of coverage provided thereunder) of all insurance policies carried by, or covering, the Company or any of its Subsidiaries with respect to its business or its officers and directors. Complete and correct copies of each such policy have been made available to Parent. All such policies are in full force and effect, and no notice of cancellation has been given with respect to any such policy. All premiums due thereon have been paid or are being paid in a timely manner. There are no pending or, to the Knowledge of the Company, threatened in a writing delivered to the Company or its Subsidiaries claims or losses that have been filed, or that the Company or any Subsidiary proposes to file, under any of such insurance policies.

     4.21 No Brokers. Except as set forth on Schedule 4.21, no broker, finder or similar agent has been employed by or on behalf of the Company or any of its Subsidiaries, and no Person with which the Company or any of its Subsidiaries has had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or any similar compensation in connection with this Agreement or the transactions contemplated hereby.

     4.22 Bank Accounts; Powers of Attorney. Schedule 4.22 sets forth a complete and correct list showing: (a) all banks in which the Company or any of its Subsidiaries maintains a bank account or safe deposit box, together with, as to each such bank account, the account holder, the account number, the names of all signatories thereof and the authorized powers of each such signatory and, with respect to each such safe deposit box, holder thereof, the number thereof and the names of all persons having access thereto; and (b) the names of all persons holding powers of attorney from the Company or any Subsidiary, true and correct copies of which have been delivered to Parent.

     4.23 Books and Records.

          (a) True and correct copies of the Company’s minute books and stock and warrant transfer books have been provided to Parent. The stock transfer books accurately reflect all transactions in shares of the Company’s capital stock.

          (b) True and correct copies of the minute books and equity transfer books of each Subsidiary have been provided to Parent. The equity transfer books of each Subsidiary accurately reflect all transactions in equity interests issued by such Subsidiary.

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          (c) All books, records and accounts of the Company and its Subsidiaries are made and kept in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of its assets. The Company and its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurances: (i) that transactions are executed in accordance with management’s general or specific authorization; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) that access to assets is permitted only in accordance with management’s general or specific authorization; (iv) that the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences; and (v) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

          (d) The Company’s and its Subsidiaries’ records, systems, controls, data and information are recorded, stored, maintained and operated under the exclusive ownership and direct control of such entities and their accountants.

     4.24 Intellectual Property.

          (a) Each of the Company and its Subsidiaries exclusively owns or possesses valid legal rights to use, sell, license and exploit all Company Intellectual Property and Company Technology as the same is used, sold, licensed and exploited in the respective businesses of the Company and its Subsidiaries as currently conducted; provided, however, that the representation and warranty in this sentence shall not be deemed or construed to be a representation with respect to infringement, misappropriation or violation of any Intellectual Property rights of any Person. Schedule 4.24(a)-1 provides a complete and accurate list of all Registered Intellectual Property owned, filed or applied for by the Company or any of its Subsidiaries. Except as set forth on Schedule 4.24(a)-2, all necessary fees and filings in connection with such Registered Intellectual Property have been timely paid to or timely filed with the relevant Governmental Entities and domain name registrars in the United States or foreign jurisdictions, as the case may be, for the purpose of maintaining such Registered Intellectual Property in full force and effect. There are no settlements, covenants not to sue, non-assertion assurances or releases to which the Company or any of its Subsidiaries is bound that limits or adversely affect the Company or any of its Subsidiaries’ rights to own, use, sell, license or exploit any of the Company Intellectual Property.

          (b) To the Knowledge of the Company, the Company Intellectual Property is valid and enforceable. To the Knowledge of the Company, the Company Intellectual Property and Company Technology owned by or licensed to the Company or any of its Subsidiaries constitutes all Intellectual Property and Technology necessary and sufficient for the Company and its Subsidiaries to conduct their respective businesses as currently conducted.

          (c) To the Knowledge of the Company, neither the conduct of the business of the Company or any of its Subsidiaries nor any of the Company Intellectual Property or Company Technology (or the use, practice or exploitation thereof) infringes, constitutes or results from a misappropriation of or violates any Intellectual Property rights of any Person. There are no claims pending or, to the Knowledge of the Company, threatened in a writing delivered to the Company or its Subsidiaries, and neither the Company nor any of its

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Subsidiaries has received any other communications, (A) alleging that the conduct of the business of the Company or any of its Subsidiaries or any of the Company Intellectual Property or Company Technology infringes, constitutes or results from a misappropriation of or violates any Intellectual Property rights of any Person or (B) challenging the ownership, use, validity or enforceability of any Company Intellectual Property or Company Technology.

          (d) To the Knowledge of the Company, none of the Company Intellectual Property owned by or exclusively licensed to the Company or any of its Subsidiaries is being infringed, misappropriated or violated by any Person. Since the Acquisition Date, neither the Company nor any of its Subsidiaries has made any written or, to the Knowledge of the Company, unwritten claims against any Person alleging that any Person is infringing, misappropriating or violating any Company Intellectual Property owned by or exclusively licensed to the Company or any of its Subsidiaries.

          (e) Since the Acquisition Date, the Company and each of its Subsidiaries have taken reasonable measures to protect the confidentiality and value of all Trade Secrets (including Software source code) included in the Company Intellectual Property or Company Technology and all other material confidential information of the Company or any of its Subsidiaries. No employee, consultant or independent contractor of the Company or any of its Subsidiaries owns any right, title or interest in or to any Intellectual Property, Technology, products or services created, conceived or developed within the scope of such employee’s, consultant’s or independent contractor’s employment or engagement by the Company or any of its Subsidiaries and/or created, conceived or developed using any equipment, supplies, facilities or Intellectual Property of the Company or any of its Subsidiaries.

          (f) Schedule 4.24(f) provides a complete and accurate list of all Software developed by or for the Company or any of its Subsidiaries (the “Company Software”). Except as otherwise set forth on Schedule 4.24(f), no Person has been licensed or, to the Knowledge of the Company, has been provided or permitted to access or use, any source code or related source code materials for any Company Software. Except as otherwise set forth on Schedule 4.24(f), no source code or related source code materials for any Company Software have been deposited in escrow or are subject to any obligation to be deposited or maintained in escrow. Except as otherwise set forth on Schedule 4.24(f), no open source Software, free Software, “shareware” or other Software distributed under any similar distribution models (“Open Source Software”) is incorporated or embedded in or distributed with, or was or is used in connection with the development, maintenance or operation of, any Company Software or any product or service of the Company or any of its Subsidiaries in a manner that subjects any source code for any Company Software, other than any third-party Open Source Software licensed to the Company or any of its Subsidiaries, to any requirement or obligation to be made available, disclosed, contributed, distributed or licensed to any Person (including the open source community).

          (g) The consummation of the transactions contemplated by this Agreement will not result in the material loss or impairment of any right of the Company or any of its Subsidiaries to own, use, sell, license or exploit any material Company Intellectual Property or material Company Technology. Neither this Agreement nor any transaction contemplated by this Agreement will result in the grant by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other Person, to any Person of any ownership interest, license,

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right or protection from any Legal Proceeding with respect to any material Company Intellectual Property or material Company Technology pursuant to any Contract to which the Company or any of its Subsidiaries is a party or by which any assets or properties of the Company or any of its Subsidiaries is bound.

          (h) The Company and each of its Subsidiaries have established privacy compliance policies and are in compliance with, and have been in compliance with for the three (3) year period prior to the date hereof, in all material respects, with its respective privacy policies and any Laws relating to personal identifiable information.

          (i) To the Knowledge of the Company, the IT Systems are adequate and sufficient in all material respects (including with respect to working condition and capacity) for the operation of the businesses of the Company and its Subsidiaries as currently conducted. The Company and each of its Subsidiaries have taken reasonable security measures to protect the confidentiality, integrity and security of the IT Systems and any Software, data or information stored thereon. For the five (5) year period prior to the date hereof, (i) no error or fault has occurred in or to any IT Systems that has resulted in a material interruption to the operations of the Company or any of its Subsidiaries and (ii) there has been no unauthorized use of or access to the IT Systems (or any Software, data or information stored thereon).

     4.25 Government Contracts.

          (a) No Litigation/Investigations Relating to Licensing Matters. Except at set forth on Schedule 4.25, there is no Legal Proceeding pending or, to the Knowledge of the Company, threatened in a writing delivered to the Company against the Company or any Subsidiary, and to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is involved in any investigation, by or with any Governmental Entity relating to any material Permit, Medicare or Medicaid provider agreement, or other approval by a Governmental Entity required, or alleged by such Governmental Entity to be required, under any Healthcare Laws for the operation of its business which, if determined or resolved adversely, would be reasonably expected to prevent it from doing business with any Governmental Entity or any Person regulated by a Governmental Entity or have a material adverse impact on the ability of the Company or any of its Subsidiaries to conduct business, other than any local licensing matter that is incidental in nature.

          (b) Accreditations. Schedule 4.25 sets forth a complete and accurate listing of all Joint Commission and other accreditations currently held by the hospitals operated by the Company and its Subsidiaries (collectively, the “Accreditations”). Except as set forth on Schedule 4.25 (i) the Accreditations have been duly obtained, are current, valid and in full force and effect and the Company and its Subsidiaries are in compliance in all material respects with all effective standards imposed by the Accreditations, and (ii) no pending statement of deficiencies, complaint, audit report or other notice of noncompliance with the effective standards of any Accreditation has been issued, received, proposed or, to the Knowledge of the Company threatened in a writing delivered to the Company, by any Accreditation organization which has not been corrected in a reasonable manner and for which a corrective action has not been approved by the applicable Accreditation organization.

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          (c) Long Term Care Hospital Certification. Except as disclosed on Schedule 4.25, the Company and its Subsidiaries are in compliance in all material respects with the requirements to qualify each hospital operated by them as a long term acute care hospital under Healthcare Laws, including the requirements set forth at 42 CFR § 412.23(e) and the hospital-within-hospital requirements set forth at 42 CFR § 412.22, as applicable. To the extent the Company or its Subsidiaries have established a new long term acute care hospital or increased the number of beds at an existing long term acute care hospital since December 29, 2007, such establishments or increases were implemented consistently with an applicable exception to the moratorium on the development of new long term acute care hospital facilities established by Section 114 of the Medicare/Medicaid State Children’s Health Insurance Program Extension Act and regulations promulgated thereunder.

          (d) Cost Reports. Company and its Subsidiaries have timely filed or caused to be timely filed all cost reports required for the Company and its Subsidiaries by any Governmental Program (“Company Cost Reports”), and all Company Cost Reports were complete and accurate in all material respects when filed and were prepared and submitted in accordance with cost and accounting principles consistently applied and in compliance in all material respects with cost report filing requirements under Healthcare Laws. Except as disclosed on Schedule 4.25, Company Cost Reports do not claim, and the Company and its Subsidiaries have not received, payment or reimbursement in excess of the amount provided or allowed by Healthcare Laws, except where excess reimbursement was noted on the Company Cost Report and all amounts shown on Company Cost Reports as owed by the Company or its Subsidiaries have been paid timely. Schedule 4.25 lists Company Cost Reports duly filed by the Company and its Subsidiaries covering all open cost reporting periods prior to the Closing Date, identifies which of Company Cost Reports have been (i) audited but not fully settled, and (ii) neither audited nor settled, and describes any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved claims or disputes with respect to Company Cost Reports. Except as disclosed on Schedule 4.25, (A) there are no claims, actions or appeals pending before any Governmental Entity with respect to the Company Cost Reports, on or before the date of this Agreement, (B) the Company and its Subsidiaries have not received notice of any dispute and, the Company does not have Knowledge of the existence of any threatened dispute with any Governmental Entity regarding the Company Cost Reports. The Company’s Financial Statements reasonably reflect adequate reserves for all open and unsettled cost reporting periods in accordance with GAAP. Except as disclosed on Schedule 4.25, any home office cost reports filed by the Company are true and correct in all material respects and the costs contained in such cost reports are appropriately included therein and have been properly allocated among the Company and its Subsidiaries in accordance with Healthcare Laws.

          (e) Fraud and Abuse. The Company and its Subsidiaries and, to the Knowledge of Company, their respective officers, managers, directors and employees are not engaged in any activities that are prohibited under 42 U.S. Code Section 1320a-7a and 7b, or the regulations promulgated pursuant to such statutes or similar or related state or local statutes or regulations.

          (f) Compliance with Healthcare Laws. The Company and its Subsidiaries are conducting their business and operations in compliance in all material respects with, and neither

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the Company nor any of its Subsidiaries or, to the Knowledge of Company, any of their respective officers, managers, directors or employees is engaged in any activities that would constitute a material violation of any applicable Healthcare Laws or any material requirements of any agreements between the Company or any of its Subsidiaries and any third party payor. Without limiting the generality of the foregoing:

          (i) to the Knowledge of the Company, there is no civil, criminal or administrative action, suit, demand, claim, complaint, hearing, investigation, notice, demand letter, warning letter, proceeding or request for information related to material noncompliance with, or otherwise involving, any Healthcare Laws pending against the Company or any of its Subsidiaries;

          (ii) to the extent required by any Healthcare Laws, any remuneration exchanged between the Company or any of its Subsidiaries and their respective customers, suppliers, contractors, referring physicians, referring physician groups, consultants or other entities with which they have a business relationship, in all material respects, is commercially reasonable, was negotiated at arms-length and represents the fair market value for rendered services;

          (iii) except as set forth on Schedule 4.25, neither the Company nor any of its Subsidiaries (A) is a party to a corporate integrity agreement, a Certificate of Compliance Agreement with the Office of Inspector General of the Department of Health and Human Services or similar government-mandated compliance program, or is subject to a “focused review” of claims by Governmental Programs, (B) has any continuing material reporting obligations pursuant to a settlement agreement, plan of correction, or other remedial measure entered into with any Governmental Entity, (C) has been served with or received any pending search warrants, subpoenas, or civil investigative demands from any Governmental Entity related to its material business operations, or (D) has, since the Acquisition Date, received any material compliance complaints through their compliance program reporting methods or otherwise from employees, independent contractors, vendors, physicians, or any other person regarding Healthcare Laws which have not been investigated and deemed unsubstantiated;

          (iv) neither the Company nor any of its Subsidiaries is relying on any exemption from or deferral of any Healthcare Law that would not be available after the Closing;

          (v) except as set forth on Schedule 4.25 neither the Company nor any of its Subsidiaries (A) has received any pending notice of denial of payment, recoupment or overpayment from any Governmental Programs, or any other third party payor, with respect to the services provided by the Company or its Subsidiaries other than notices of a non-material nature received in the ordinary course of business; or (B) has outstanding overpayments or refunds due to Governmental Programs or any other third party payor in excess of $10,000. The Company and its Subsidiaries have paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments that have become due to Governmental Programs or any other third party payor other than any refund, overpayment, discount or adjustment that occurs in the ordinary course of business;

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          (vi) the Company and/or its Subsidiaries are “providers” with valid and current provider agreements with the Governmental Programs. Schedule 4.25 contains a complete and accurate list of all Governmental Programs, including provider numbers, in which the Company and its Subsidiaries currently participate. Except as set forth on Schedule 4.25, there exists no basis for the assertion after the Closing Date of any Medicare Liabilities against the Company or any Subsidiary which could result in offsets against future reimbursement for services provided by the Company or Subsidiaries in excess of the applicable amounts included in the Company’s Financial Statements;

          (vii) neither the Company nor its Subsidiaries has (A) submitted to any Governmental Program or any other third party payor any false, fraudulent, abusive or improper claim for payment, (B) billed any Governmental Program or any other third party payor for any service not rendered or not rendered as claimed, or (C) received and retained any payment or reimbursement from any Governmental Program or any other third party payor in excess of the proper amount allowed by Healthcare Laws and applicable agreements with the Governmental Programs or the third party payors; and

          (viii) there are no pending or, to the Knowledge of the Company, threatened in a writing delivered to the Company, Legal Proceedings by the Governmental Programs or by any other third party payors involving the Company, its Subsidiaries or the hospitals operated by any of them.

          (g) HIPAA Compliance. The Company and its Subsidiaries are in compliance in all material respects and to the extent currently applicable, with the provisions of the Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery Act of 2009, and all enforceable regulations thereunder, including the Transaction Code Set Standards, the Privacy Rules and the Security Rules set forth at 45 C.F.R. Parts 160 and 164.

          (h) Prescription Drug Purchases. The purchase of prescription drugs and related items by the Company and its Subsidiaries is being conducted pursuant to the proper classification of the identity and status of the purchaser of such prescription drugs and/or related items and, in all material respects, in accordance with all applicable Healthcare Laws and Contracts.

          (i) Status of Persons. Since the Acquisition Date, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of their current respective officers, managers, directors, agents, Medical Staff members, employees or independent contractors: (i) has been convicted of or charged with any violation of any Law related to any Governmental Programs (ii) has been convicted of, or to the Knowledge of Company, charged with, or received a notice of being investigated for any violation of Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; (iii) is excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in any Governmental Programs or, to the Company’s Knowledge, has been convicted of violating any Law or, to the Knowledge of

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Company, engaged in any conduct that is reasonably expected to serve as the basis for any such exclusion, suspension, debarment or other ineligibility, (iv) had a civil monetary penalty assessed against them under Section 1128A of the Social Security Act or any regulations promulgated thereunder, or (v) has been designated a Specially Designated National or Blocked Person by the Office of Foreign Asset Control of the U.S. Department of Treasury. Since the Acquisition Date, neither the Company nor any of its Subsidiaries has received any written notice indicating that they or any of their respective officers, managers, directors, agents, Medical Staff members, employees or independent contractors have been excluded or suspended from participation in Governmental Programs.

          (j) Manufacturer Discounts and Rebates. The Company and its Subsidiaries have properly documented, accounted for and disclosed to its customers all material manufacturer discounts, rebates, incentive payments, administrative fees and remuneration from pharmaceutical manufacturers and are in material compliance with Healthcare Laws (including the provisions of ERISA), and any material policies and contractual requirements of manufacturers and health plans regarding such manufacturer discounts, rebates, incentive payments, administrative fees and remuneration.

          (k) Medical Staffs/Other Personnel. Except as set forth on Schedule 4.25, at the hospitals operated by Company or its Subsidiaries, there are no pending or, to the Knowledge of the Company, threatened appeals, challenges, disciplinary or corrective actions, or disputes involving applicants to the medical staffs or allied healthcare staffs of the hospitals operated by the Company and its Subsidiaries or any current members the medical staffs or allied healthcare staffs of such hospitals.

          (l) Healthcare Permits. Schedule 4.25 sets forth a complete and accurate listing of all material Permits, from a Governmental Entity required for the conduct of the businesses of Company and its Subsidiaries with respect to the provision of healthcare services (the “Healthcare Permits”). Except as set forth on Schedule 4.25, no pending statement of deficiencies, complaint, audit report or other notice of noncompliance with the requirements, standards or other conditions or any revocation, termination, suspension or limitation of any Healthcare Permit has been issued, received, proposed or, to the Knowledge of the Company threatened in a writing delivered to the Company, by any Governmental Entity with respect to Company or its Subsidiaries which have not been corrected in a reasonable manner and for which a corrective action has not been approved by the applicable Governmental Entity.

     4.26 Related Party Transactions. There are no Contracts (including outstanding Indebtedness) which are currently in effect between the Company or any Subsidiary and any of the following: (a) any stockholder of the Company, any Subsidiary or any Affiliate thereof; (b) any current director or officer of the Company or any Subsidiary; (c) Persons who, to the Knowledge of the Company are spouses, children, grandchildren, siblings, parents, grandparents of any director or officer of the Company or any Subsidiary or their spouses (collectively, “Near Relatives”); (d) any trust for the benefit of any director or officer of the Company or any Subsidiary or any of their respective Near Relatives; or (e) any corporation, partnership, joint venture or other entity which, to the Knowledge of the Company, is owned or controlled by any director or executive officer of the Company or any Subsidiary or any of their respective Near Relatives (each, a “Related Party”). Except as set forth on Schedule 4.26, no Related

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Party owes any amount in excess of $15,000 to the Company or any Subsidiary nor does the Company or any Subsidiary owe any amount in excess of $15,000 to, nor is the Company or any Subsidiary committed to make any loan or extend or guarantee credit to in excess of $15,000 or for the benefit of, any Related Party.

     4.27 Disclaimer of Other Representations and Warranties; Knowledge.

          (a) NONE OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OR ITS REPRESENTATIVES, DIRECTORS, OFFICERS OR STOCKHOLDERS, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR REPRESENTATIVES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE BACKSTOP SECURITIES AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT AND EACH LETTER OF TRANSMITTAL, OPTION SURRENDER AGREEMENT AND WARRANT SURRENDER AGREEMENT AND ANY OTHER DOCUMENT OR AGREEMENT EXPRESSLY CONTEMPLATED HEREBY.

          (b) Without limiting the generality of the foregoing, neither the Company, nor any representative of the Company, nor any of its employees, officers, directors or stockholders, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of the Company and its Subsidiaries made available to Parent or Merger Sub, including due diligence materials, or in any presentation of the business of the Company and its Subsidiaries by management of the Company or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, any offering memorandum or similar materials made available by the Company and its representatives are not and shall not be deemed to be or to include representations or warranties of the Company, and are not and shall not be deemed to be relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement and the transactions contemplated hereby.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT, REHABCARE EAST,
HOLDINGS AND MERGER SUB

     Parent, RehabCare East, Holdings and Merger Sub represent and warrant to the Securityholders as follows:

     5.1 Organization and Standing. Each of Parent, RehabCare East, Holdings and Merger Sub is an entity duly organized or formed, validly existing and in good standing under

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the laws of the state of Delaware. Each of Parent, RehabCare East, Holdings and Merger Sub is duly qualified to do business, and is in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on Parent or Merger Sub, as the case may be. Each of Parent, RehabCare East, Holdings and Merger Sub has all requisite power and authority to own, lease and use its properties and assets and to carry on its business as currently conducted in all material respects.

     5.2 Authority, Validity and Effect. The execution, delivery and performance by each of Parent, RehabCare East, Holdings and Merger Sub of this Agreement and each other agreement or document contemplated to be executed and delivered by it in connection with the transactions contemplated hereby (the “Parent Documents”) and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Parent, RehabCare East, Holdings and Merger Sub in accordance with the provisions of the DGCL and the certificate of incorporation and bylaws of Parent, RehabCare East and Merger Sub and the certificate of formation and operating agreement of Holdings, as the case may be, and no other proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement or the Parent Documents. This Agreement and each of the Parent Documents have been duly executed and delivered by Parent, RehabCare East, Holdings and Merger Sub, as applicable, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute a legal, valid and binding obligation of Parent, RehabCare East, Holdings and Merger Sub, as applicable, enforceable against it in accordance with its terms, except as limited by the General Enforceability Exceptions.

     5.3 No Conflict; Required Filings and Consents.

          (a) Neither the execution and delivery of this Agreement or the Parent Documents by Parent, RehabCare East, Holdings and/or Merger Sub, nor the consummation by Parent, RehabCare East, Holdings and/or Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Parent, RehabCare East, Holdings and/or Merger Sub with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Parent, RehabCare East, or Merger Sub or the certificate of formation or operating agreement of Holdings, (ii) constitute or result in a material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, cancellation, modification or acceleration with respect to, or result in the creation or imposition of any Lien upon any property or assets of Parent, RehabCare East, Holdings or Merger Sub pursuant to, any material Contract to which it is a party or by which it or any of its properties or assets may be subject or (iii) conflict with or violate, in any material respect, any Order or Law applicable to Parent, RehabCare East, Holdings or Merger Sub or any of their respective properties or assets.

          (b) Other than as set forth on Schedule 5.3(b), or as may be required under the HSR Act, no consent or approval is required to be obtained by Parent, RehabCare East, Holdings or Merger Sub for the consummation by Parent, RehabCare East, Holdings and Merger Sub of the transactions contemplated by this Agreement or by the Parent Documents.

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     5.4 Required Financing. Parent has furnished to the Company true and complete copies of an executed commitment letter from Bank of America, N.A., Royal Bank of Canada and BNP Paribas to provide Merger Sub with $625,000,000 in senior debt financing (the “Debt Commitment Letter”). Parent, RehabCare East, Holdings and Merger Sub will have, upon receipt of the funds in accordance with (i) the Debt Commitment Letter (the “Debt Financing”) and (ii) the closing of the Offering as contemplated by Section 6.5, sufficient available funds on hand to consummate the Merger, including to (i) pay the Aggregate Merger Consideration pursuant to Section 2.1, (ii) pay the Company Debt, (iii) make the other payments required for Closing pursuant to Section 3.3 and (iv) pay any fees and expenses in connection with the Merger or the financing thereof. The Debt Commitment Letter, in the form so delivered, is valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent, RehabCare East, Holdings or Merger Sub under any term of condition of the Debt Commitment Letter. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Debt Financing, other than as specifically set forth the in the Debt Commitment Letter. As of the date of this Agreement, neither Parent, RehabCare East, Holdings nor Merger Sub has any reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis. Parent, RehabCare East, Holdings and Merger Sub have paid any and all commitment fees and other fees as and when required to be paid by the Debt Commitment Letter.

     5.5 No Brokers. Except as set forth on Schedule 5.5, no broker, finder or similar agent has been employed by or on behalf of Parent or Merger Sub, and no Person with which Parent, RehabCare East, Holdings or Merger Sub has had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or any similar compensation in connection with this Agreement or the transactions contemplated hereby.

     5.6 Litigation. Except as set forth on Schedule 5.6, there is no litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the actual knowledge of the senior management of Parent, threatened, against Parent, RehabCare East, Holdings or Merger Sub and neither Parent, RehabCare East, Holdings nor Merger Sub is subject to any outstanding order, writ, judgment, injunction or decree of any Governmental Entity that, in either case, would be reasonably likely, individually or in the aggregate, to (a) prevent or materially delay the consummation of the Merger, or (b) otherwise prevent or materially delay performance by Parent, RehabCare East, Holdings or Merger Sub of any of their material obligations under this Agreement.

     5.7 Formation and Ownership of Merger Sub; No Prior Activities.

          (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of Merger Sub is validly issued, fully paid and non-assessable and is owned, beneficially and of record, by Holdings free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on Holding’s voting rights, charges and other encumbrances of any nature whatsoever. All of the issued and outstanding equity in Holdings is validly issued, fully paid and non-assessable and is owned, beneficially and of record, by RehabCare East free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on RehabCare East’s voting rights, charges and

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other encumbrances of any nature whatsoever. All of the issued and outstanding capital stock of RehabCare East is validly issued, fully paid and non-assessable and is owned, beneficially and of record, by Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on Parent’s voting rights, charges and other encumbrances of any nature whatsoever.

          (b) Except for (i) obligations or liabilities incurred in connection with its incorporation or organization and (ii) this Agreement and any other agreements or arrangements contemplated by this Agreement or in furtherance of the transactions contemplated hereby, Merger Sub has not incurred, directly or indirectly, through any of its Subsidiaries or Affiliates, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

     5.8 Inspection; No Other Representations. Each of Parent, RehabCare East, Holdings and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent, RehabCare East, Holdings and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Parent, RehabCare East, Holdings and Merger Sub have received all materials relating to the business of the Company and its Subsidiaries that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Each of Parent, RehabCare East, Holdings and Merger Sub acknowledges that the Company has given them complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries. The Company and its representatives have answered to Parent’s, RehabCare East’s, Holdings’ and Merger Sub’s satisfaction all inquiries that Parent, RehabCare East, Holdings, Merger Sub or their representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Parent, RehabCare East, Holdings and Merger Sub acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent, RehabCare East, Holdings or Merger Sub of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent, RehabCare East, Holdings or Merger Sub or their counsel, accountants or advisors with respect to the Company its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in this Agreement, and (b) neither Parent, RehabCare East, Holdings nor Merger Sub has relied or will rely upon any of the information described in subclauses (i) and (ii) of clause (a) above or any other information, representation or warranty except those representations or warranties set forth in Article IV hereof, the Backstop Securities Agreement, the Registration Rights Agreement, and each Letter of Transmittal, Option Surrender Agreement and Warrant Surrender Agreement and any other

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document or agreement expressly contemplated hereby in negotiating, discussing, executing, delivering and performing this Agreement and the transactions contemplated hereby.

     5.9 SEC Reports; Disclosure Materials. Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as Parent was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a material adverse effect on Parent’s ability to consummate the Offering (including any failure of Form S-3 to be available for use by Parent in connection with the Offering). Parent satisfies the registrant and transaction requirements for primary offerings set forth in Sections I.A and I.B.1 of Instruction 1 to the General Instructions for use of Form S-3.

ARTICLE VI

COVENANTS

     6.1 Access to Information. The Company shall, and shall cause each Subsidiary to, afford to Parent and its employees, accountants, counsel, financial advisors and other representatives full access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the Company’s and each Subsidiary’s properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, records and correspondence of the Company and its Subsidiaries and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company and its Subsidiaries as Parent shall reasonably request. The Company shall furnish to Parent (i) within five (5) Business Days after the delivery thereof to the Company Board, such monthly financial statements and data as are regularly prepared for distribution to the Company Board and (ii) at the earliest time they are available, such quarterly and annual financial statements as are regularly prepared for the Company Board.

     6.2 Conduct of Business Pending the Closing.

          (a) Except as otherwise expressly provided in this Agreement (including in subparagraph (c) below) or with the prior written consent of Parent, between the date hereof and the Closing, the Company shall, and the Company shall cause its Subsidiaries to:

          (i) conduct the respective businesses of the Company and its Subsidiaries only in the ordinary course of business;

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          (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and its Subsidiaries and (B) preserve the present relationships with Persons having business dealings with the Company and its Subsidiaries (including customers and suppliers);

          (iii) maintain (A) all of the assets and properties of, or used by, the Company and its Subsidiaries in their current condition, ordinary wear and tear excepted, and (B) insurance upon all of the properties and assets of the Company and its Subsidiaries in such amounts and of such kinds comparable to that in effect on the date of this Agreement;

          (iv) (A) maintain the books, accounts and records of the Company and its Subsidiaries in the ordinary course of business, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures, without discounting or accelerating payment of accounts receivable or delaying the timely payment of accounts payable, and (C) comply in all material respects with all contractual and other obligations of the Company and its Subsidiaries; and

          (v) comply in all material respects with all applicable Laws.

          (b) Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or with the prior written consent of Parent, the Company shall not, and the Company shall cause its Subsidiaries not to:

          (i) issue, sell, grant, dispose of, pledge or otherwise encumber any shares of its capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests, or any rights, warrants, options, calls, phantom stock units, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock, voting securities or equity interests, provided that the Company may issue shares of Common Stock upon the exercise of the Warrants or upon the exercise of Options granted under the Company Option Plan that are outstanding on the date of this Agreement and in accordance with the terms thereof;

          (ii) redeem, purchase or otherwise acquire any of its outstanding shares of capital stock, voting securities or equity interests, or any rights, warrants, options, phantom stock, calls, commitments or any other agreements of any character to acquire any shares of its capital stock, voting securities or equity interests, except for repurchases from employees in connection with their termination of employment which repurchases are conducted pursuant to the terms and conditions of the agreements pursuant to which such terminated employees acquired their shares of capital stock;

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          (iii) declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such (other than dividends or distributions only consisting of cash by any direct or indirect Subsidiary of the Company to its minority partners in the ordinary course of business consistent with past practice, which shall be expressly permitted by this Section 6.2);

          (iv) split, combine, subdivide or reclassify any shares of its capital stock;

          (v) amend (including by reducing an exercise price or grant price or extending a term) or waive any of its rights under, any provision of the Company Option Plan or any agreement evidencing any outstanding stock option, phantom stock or other right to acquire capital stock or any restricted stock purchase agreement or any similar or related contract, except as contemplated hereby;

          (vi) other than draw downs under the Credit Agreement, incur or assume any Indebtedness or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries;

          (vii) except with respect to the Facilities Renovations, the Lima Renovation and the Our Lady of Peace Renovation, acquire any assets or make any capital expenditure or expenditures that (A) involve the purchase of real property or (B) are in excess of $1,000,000 in the aggregate;

          (viii) except with respect to the Facilities Renovations, the Lima Renovation and the Our Lady of Peace Renovation, directly or indirectly acquire by merging or consolidating with, or by purchasing all of or a substantial equity interest in, or by any other manner, any Person or division, business or equity interest of any Person;

          (ix) except in connection with the Facilities Renovations, the Lima Renovation and the Our Lady of Peace Renovation, make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any Person other than a direct or indirect wholly-owned Subsidiary of the Company in the ordinary course of business;

          (x) (A) enter into, terminate or amend, or waive any material rights under, any Material Contract (except to the extent required to comply with this Agreement), (B) enter into or extend the term or scope of any Contract that purports to restrict the Company, or any existing or future Subsidiary or Affiliate of the Company, from engaging in any line of business or engaging in business in any geographic area, or (C) release any Person from, or modify or waive (in writing) any provision of, any confidentiality, standstill or similar agreement;

          (xi) except as required by any applicable Law, existing Company Employee Plan or Contract or as consented to by Parent (A) increase the salary or other compensation of any director, officer, or employee of the Company whose annual cash

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compensation exceeds $100,000; provided, however, that increases of salary and compensation to those other than executives, directors and employees whose annual cash compensation exceeds $100,000 may be made in the ordinary course of business consistent with past practices and not exceeding 5% (in the aggregate) of the person’s cash compensation immediately prior to such change, (B) hire, fire, reassign, promote or demote any officer of the Company (except in the ordinary course of business and consistent with past practices), (C) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or individual consultant of the Company, (D) materially increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or otherwise materially modify or materially amend or terminate any such plan or arrangement, or (E) enter into any employment, deferred compensation, severance, special pay, individual consulting, non-competition or similar agreement or arrangement with any directors or officers of the Company (or materially amend any such agreement to which the Company is a party), other than, after consultation with Parent, any employment agreement or arrangement entered into with any officer of the Company who is hired after the date hereof to replace an employee who terminates his or her employment or whose employment is terminated by the Company in the ordinary course of business consistent with past practice;

          (xii) take any action to increase or accelerate the vesting or payment (or fund or in any other way secure the payment) of the compensation or benefits of any of its current or former directors, officers, employees, consultants or independent contractors except (A) as required by an existing Company Employee Plan or existing Contract as of the date of this Agreement, (B) increases in salaries, wages and benefits of employees (other than officers) made in the ordinary course of business and in amounts and in a manner consistent with past practice, (C) the acceleration of Option vesting or Restricted Stock vesting as contemplated hereby, or (D) as otherwise approved by the Company’s stockholders in accordance with Section 6.13 of this Agreement;

          (xiii) enter into, establish, amend in any material respect, terminate, or create any new collective bargaining agreement or Company Employee Plan with, for or in respect of, any stockholder, director, officer, other employee, consultant or Affiliate, other than as required pursuant to applicable Law;

          (xiv) grant any severance or termination pay to any current or former director, officer, employee, consultant or independent contractor, except as required by an existing Company Employee Plan or existing Contract;

          (xv) make or change any material election concerning Taxes or Tax Returns, file any amended Tax Return, extend any statute of limitations with respect to Taxes, enter into any closing agreement with respect to Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of Taxes or obtain any Tax ruling;

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          (xvi) make any changes in financial or tax accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP or applicable Law;

          (xvii) amend the Company’s certificate of incorporation or bylaws or the certificates of incorporation or bylaws (or comparable organizational documents, or constituent documents, as applicable) of each of its Subsidiaries;

          (xviii) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization;

          (xix) except as permitted by subparagraph (c) below, pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction in accordance with their terms of liabilities, claims or obligations reflected or reserved against in the Balance Sheet (or the notes thereto) of the Company or incurred since the date of such balance sheet in the ordinary course of business consistent with past practice;

          (xx) except as set forth on Schedule 6.2(b)(xx), settle or compromise any material litigation, proceeding or investigation; or

          (xxi) agree, in writing or otherwise, to take any of the foregoing actions, or take any action or agree, in writing or otherwise, to take any action which would impede or delay the ability of the parties to satisfy any of the conditions to the Merger set forth in this Agreement.

          (c) Nothing contained in this Section 6.2 shall prohibit the Company from:

          (i) making payment(s) on the existing Company Debt, whether or not in the ordinary course or consistent with past practices, the date hereof and the Closing;

          (ii) taking or omitting to take any action with respect to the acquisition of and development of the Facilities Renovations, the Lima Renovation and the Our Lady of Peace Renovation;

          (iii) settling the IRS’ audit of the Company’s 2006 federal tax return to the extent any such settlement would not cause the payment of additional Taxes in any Post-Closing Tax Period;

          (iv) settling the Detroit OIG Investigation and any dispute regarding the amounts held in escrow by the Company with respect to its acquisition of SCCI Health Services Corporation and its subsidiaries, so long as such settlement does not exceed such amounts held in escrow in connection with the Company’s acquisition of SCCI Health Services Corporation; or

          (v) terminating this Agreement pursuant to Article IX hereof.

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     6.3 Consents and Regulatory Approvals.

          (a) The Company and its Subsidiaries, on the one hand, shall use, and Parent, on the other hand, shall use, all commercially reasonable efforts to obtain and to cooperate in obtaining the consents set forth on Schedule 7.1(e), and shall otherwise cooperate in good faith with each other in obtaining any other approval, waiver, authorization or order of, and in making any registration or filing with, any Governmental Entity or other Person required in connection with the execution, delivery or performance of this Agreement by such party; provided, however, that neither the Company nor any Subsidiary shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals (other than nominal processing or required governmental filing fees). Executed counterparts of such consents, approvals, waivers and authorizations shall be delivered to Parent promptly after receipt thereof.

          (b) Each of Parent, Merger Sub and the Company shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within five (5) Business Days after the date of this Agreement in the case of all filings required under the HSR Act (including any filing required in connection with the potential issuance of the Backstop Securities); (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any other Governmental Entity in respect of such filings or such transactions; and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Entity under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 6.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of such materials.

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          (c) Each of Parent, Merger Sub and the Company shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act of 1890, as amended, the Clayton Antitrust Act of 1914, as amended, the Federal Trade Commission Act of 1914, as amended, and any other United States federal or state or foreign Laws, decrees or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, each of Parent, Merger Sub and the Company shall cooperate and use its reasonable best efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement, Parent, Merger Sub and the Company decide that litigation is not in their respective best interests. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of Parent, Merger Sub and the Company agree to use its reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible. Parent shall pay all fees associated with the filings made by Parent, Merger Sub and the Company in accordance with this Section 6.3.

          (d) Notwithstanding anything to the contrary in this Agreement, neither Parent nor Merger Sub shall be required, in connection with the matters covered by this Section 6.3, (i) to pay any amounts (other than the payment of nominal processing or required governmental filing fees), (ii) to commence or defend any litigation, (iii) to hold separate (including by trust or otherwise) or divest any of their or (after the Closing) the Company’s or any of its Subsidiaries’ respective businesses, product lines or assets, (iv) to agree to any limitation on the operation or conduct of their or (after the Closing) the Company’s or any of its Subsidiaries’ respective businesses or (v) to waive any of the conditions set forth in Section 7.1 of this Agreement.

     6.4 Acquisition Proposals.

          (a) Neither the Company, any of its Subsidiaries nor any of their respective directors, officers, employees, representatives or agents (collectively, the “Representatives”) shall, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Company or any of its Subsidiaries or any capital stock or other ownership interests of the Company (other than any exercise, exchange or conversion of Rights outstanding on the date hereof) or any of its

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Subsidiaries other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Business in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

          (b) The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company or any of its Subsidiaries or any of their respective Representatives thereof of any proposal or offer from any Person other than Parent to effect an Acquisition Transaction or any request for non-public information relating to the business of the Company and its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person other than Parent. Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of the Company or any of its Subsidiaries.

          (c) The Company and its Subsidiaries shall and shall cause their Representatives to immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Parent) conducted heretofore with respect to any Acquisition Transaction. The Company and its Subsidiaries agree not to release any third party from the confidentiality and standstill provisions of any agreement to which the Company or any of its Subsidiaries is a party.

     6.5 Parent Financing.

          (a) Parent shall, between the date hereof and the Closing, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) maintain in effect the Debt Commitment Letter, and to satisfy the conditions to obtaining the Debt Financing set forth therein that are within Parent’s control, (ii) arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, (iii) enter into a definitive agreement with respect thereto on the terms and conditions no less favorable in the aggregate to Parent or the Surviving Corporation than those contained in the Debt Commitment Letter, which agreement shall be in effect at or prior to the Closing, (iv) satisfy on a timely basis all conditions applicable to Parent or Merger Sub in such definitive agreement that are within their control, and (v) consummate the closing of the Debt Financing. Parent shall not, and shall not permit Merger Sub to, agree or to permit any amendment, supplement or other modification of, or waive any of its rights under, the Debt Commitment Letter that would prevent or materially delay the closing of the Debt Financing without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). Upon any such amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 6.5(a), Parent shall promptly provide a copy thereof to the Company and the term “Debt Commitment Letter” shall mean the Debt Commitment Letter as so amended, supplemented or modified. Parent shall provide to the Company true, correct and complete copies of all documents relating to the Debt Financing and shall keep the Company reasonably informed of the status of the financing process relating thereto. If, notwithstanding

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the use of reasonable best efforts by Parent, any portion of the Debt Financing expires, is terminated or otherwise becomes unavailable prior to the Effective Time, in whole or in part, for any reason, Parent shall (x) immediately notify the Company of such expiration, termination or other unavailability and the reasons therefor and (y) use its reasonable best efforts promptly to arrange for alternative financing to replace the Debt Financing contemplated by such expired, terminated or otherwise unavailable commitments or agreements in an amount at least equal to the amount contemplated by the Debt Commitment Letter, including entering into definitive agreements with respect thereto. Any such alternative financing shall be subject to the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). Parent shall keep the Company reasonably informed of the status of, and any material developments relating to, Parent’s efforts to arrange the Debt Financing (or any replacement thereof). All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 6.5 shall be kept confidential in accordance with the Confidentiality Agreement.

          (b) The Company shall provide such assistance and cooperation as Parent may reasonably request in connection with Parent’s efforts to obtain the Debt Financing and to consummate the Offering (provided that such requested assistance and cooperation does not unreasonably interfere with the ongoing business and operations of the Company and its Subsidiaries), including (a) participating in customary meetings, presentations, due diligence and drafting sessions and communications with rating agencies, (b) cooperating with Parent’s prospective lenders, underwriters, placement agents or initial purchasers and their respective advisors in performing their due diligence, (c) assisting with Parent’s preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents necessary or customary in connection with an equity or debt financing of the type contemplated by the Debt Financing and/or the Offering, (d) assisting Parent in the preparation or inclusion of all financial statements and financial and other information that would be required in a registration statement on Form S-3 under the rules and regulations under the Securities Act in connection with the Offering (the “Registration Statement”), including financial statements for the fiscal years ending on December 31, 2006, 2007 and 2008 (and any more recent completed annual period) and any interim period financial statements of the Company that would be required by the United States Securities Exchange Commission (“SEC”), and any pro forma financial statements that would be required by the SEC in the registration statement on Form S-3, (e) assisting Parent in procuring accountants’ comfort letters and consents and other customary documentation required by the Debt Commitment Letter or the Registration Statement, (f) seeking to cause the Company’s independent auditors to provide customary comfort letters to any underwriters or initial purchasers consistent with SAS 72 (as amended) including standard negative assurance on any interim period and pro forma financial statements, (g) providing monthly financial statements (excluding footnotes) within the time frame, and to the extent, the Company prepares such financial statements in the ordinary course of business, (h) reasonably facilitating, to the extent reasonably requested by Parent, the pledging of collateral (including cooperation in connection with the pay-off of Company Debt (other than Assumed Company Debt) and the release of related Liens (other than Permitted Liens)), and (i) taking all actions to the extent reasonably requested by Parent necessary to, subject to the execution of a non-disclosure agreement in a form reasonably acceptable to the Company, permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its the Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements.

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          (c) Parent shall prepare and file or cause to be prepared and filed with the SEC a prospectus supplement (the “Prospectus Supplement”) to its currently effective Registration Statements for the purpose of conducting the offering described on Schedule 6.5(c) (the “Offering”). The Company hereby represents, warrants and agrees that all such written information provided by the Company or on its behalf for inclusion in the Prospectus Supplement shall be true, complete and correct in all material respects. The Company further agrees that if it shall become aware of any information that would cause any of the statements in the Prospectus Supplement based on such written information provided by or on behalf of the Company to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements therein not false or misleading, it shall promptly inform Parent in writing, and Parent shall use its reasonable best efforts to promptly amend or supplement the Prospectus Supplement. Parent hereby represents that all of the information (other than the written information provided by the Company described above) included or incorporated by reference in (i) the Registration Statements does not and (ii) the Prospectus Supplement shall not at the time the Prospectus Supplement filed with the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Parent further represents that the information (other than the written information provided by the Company described above) included or incorporated by reference in any prospectus relating to the Registration Statements, as then amended or supplemented, shall not, as of the date such prospectus, as then amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If Parent becomes aware of any information that would cause any of the statements in the Registration Statements or any prospectus related thereto (other than the written information provided by the Company described above which appears in the Registration Statements or any prospectus related thereto), as then amended or supplemented, to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make such statements not false or misleading, Parent shall use its reasonable best efforts to promptly amend or supplement the Registration Statements or such prospectus.

          (d) Parent shall pay all expenses incurred by it in complying with its obligations under this Section 6.5, including registration and filing fees, listing fees, printing expenses, messenger and delivery expenses, fees and expenses of Parent’s counsel, fees and expenses of Parent’s accountants, and Parent’s internal expenses. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs actually incurred by the Company (other than legal fees and expenses) in connection with the assistance and cooperation by the Company required by this Section 6.5 as the same are incurred and such costs shall not be included in the calculation of Net Working Capital or included in the calculation of Selling Expenses. Parent shall indemnify and hold harmless the Company, the Securityholders and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any claim brought by any third party against any of them in connection with the Debt Financing and Offering (collectively, the “Financing”) and any information utilized in connection therewith (other than information relating to the Company or

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its Subsidiaries provided by the Company or its Representatives in writing and intended for use in connection with the Financing). Without limiting the generality of the foregoing, Parent agrees to indemnify and hold harmless the Company, the Securityholders and their respective Representatives against any losses, claims, damages, expenses or liabilities to which any such indemnified party may become subject by reason of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus Supplement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such losses, claims, damages, expenses or liabilities arise out of or are based upon information furnished in writing to Parent by or on behalf of the Company for use in the Prospectus Supplement.

          (e) If the indemnification provided for in Section 6.5(d) is unavailable to an indemnified party with respect to any losses, claims, damages, expenses or liabilities referred to therein or is insufficient to hold the indemnified party harmless as contemplated therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Parent and the Company agree that it would not be just and equitable if contribution pursuant to this Section 6.5(e) were determined by any method of allocation that fails to take account of the equitable considerations referred to above. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     6.6 Further Assurances.

          (a) Subject to Section 6.3(d), each of the Company, Parent and Merger Sub shall use its reasonable best efforts to (i) take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement.

          (b) The Company and Parent agree that in connection with any litigation which may be brought against the Company, Parent or their respective directors relating to the transactions contemplated hereby, each party will keep the other party, and any counsel which the other party may retain at its own expense, informed of the course of such litigation, to the extent the other party is not otherwise a party thereto. The Company and Parent each agree that they will consult with the other party prior to entering into any settlement or compromise of any

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such litigation, and that no such settlement or compromise will be entered into without the other party’s prior written consent, which consent shall not be unreasonably withheld.

     6.7 Employee Matters. Effective immediately prior to the Closing, the Company shall terminate the employment of those employees listed on Schedule 6.7 (the “Terminated Employees”).

     6.8 Public and Internal Announcements. None of the Company, any of its Subsidiaries, the Securityholder Representative, Parent or Merger Sub shall (a) issue any press release in respect of the transactions contemplated by this Agreement without Parent’s or the Securityholder Representative’s (as applicable) prior written consent, except as may be required by applicable Law, or (b) issue any broadly distributed communication of a general nature to employees (including general communications relating to benefits and compensation) related to the Merger, this Agreement or the transactions contemplated hereby without providing the other party with reasonable advance notice and opportunity to review and comment on such communication. Nothing in this Section 6.8 shall prohibit any Securityholder who is an investment fund from disclosing the terms of the Merger and this Agreement to any current or potential investor in such Securityholder’s fund(s), in the ordinary course of such Securityholder’s business.

     6.9 Termination or Amendment of Certain Contracts. On or prior to the Closing Date, the Company and its Subsidiaries shall terminate or amend all Contracts described in the termination agreement in the form previously provided by the Securityholder Representative to Parent (the “Termination Agreement”); provided, however, that this obligation shall not require the termination or amendment of any director, officer or stockholder indemnification agreements as they exist as of the date hereof (except as otherwise set forth in the Termination Agreement) and such agreements shall remain in full force and effect in accordance with their terms.

     6.10 Resignation of Officers and Directors. Parent shall provide to the Company no later than ten (10) days prior to Closing a list of officers and directors of the Company’s Subsidiaries whose resignation is required at Closing. The Company shall cause each of the officers and directors of the Company’s Subsidiaries to submit a letter of resignation in substantially either of the forms contained in Exhibit G attached hereto effective as of the Effective Time.

     6.11 Notification of Certain Matters. The Company shall give prompt notice to Parent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (a) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, (b) any material failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (c) any written notice or other written communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (d) any facts or circumstances that would reasonably be expected to result in a Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 6.11 shall not

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cure such breach or non-compliance or limit or otherwise affect the rights, obligations or remedies available hereunder to the party receiving such notice.

     6.12 Confidentiality. Parent will hold, and will cause its representatives to hold, in confidence all confidential information concerning the Company and its Subsidiaries pursuant to Section 6.1 in accordance with the terms of that certain Confidentiality Agreement between Parent and the Company, dated as of February 5, 2008, as amended (the “Confidentiality Agreement”).

     6.13 Section 280G Approval. To the extent that the Company determines that any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)) would have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G), then, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) Business Days prior to the Closing Date, the Company shall (i) solicit waivers from each such Person as to which such Person shall agree to waive his or her rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits. Prior to soliciting such waivers and approvals, the Company shall provide drafts of such waiver and such stockholder approval materials to Parent for Parent’s review. To the extent any of the Waived 280G Benefits are not so approved by the stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided.

     6.14 Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain existing counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Parent and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Parent and Merger Sub and the Securityholder Representative, Counsel may represent the Securityholder Representative in such dispute even though the interests of the Securityholder Representative may be directly adverse to Parent, Merger Sub, the Company or its Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Parent, Merger Sub, the Company or its Subsidiaries. Parent and Merger Sub further agree that, as to all communications among Counsel, the Company, its Subsidiaries and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Parent, Merger Sub, the Company or its Subsidiaries. Notwithstanding the foregoing, in the event that a

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dispute arises between Parent, Merger Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Securityholder Representative.

     6.15 Director and Officer Indemnification.

          (a) Parent and Merger Sub agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director and officer of the Company and its Subsidiaries (the “D&O Indemnified Parties”) provided for in the respective charters or by-laws or otherwise (including to the extent provided in any written indemnification agreements) in effect as of the date hereof shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or made within such period shall continue until the disposition of such Claim. From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless the present and former officers and directors of the Company and its Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent provided in the charter or by-laws of the Company and its Subsidiaries or in any written indemnification agreements in effect as of the date hereof.

          (b) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers that shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Policy”). Parent shall, and shall cause the Surviving Corporation to, maintain the D&O Policy in full force and effect, and continue to honor the obligations thereunder.

          (c) The obligations under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 6.15 applies without the consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 6.15 applies shall be third party beneficiaries of this Section 6.15 and shall be entitled to enforce the covenants contained herein).

          (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.15.

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     6.16 Claims-Made Tail Policies.

          (a) Prior to, and subject to the consummation of, the Closing, Parent shall, at its sole expense, cause to be obtained and maintained in effect, for a period of four (4) years after the Closing Date, a tail insurance policy or policies with respect to any medical malpractice liability for periods ending on or before the Closing which policies shall be “claims-made” insurance policies (the “Claims-Made Tail Policies”) having the terms, conditions and coverages set forth on Schedule 6.16. The first $1,250,500 of the fees and expenses associated with obtaining such policies shall be referred to as the “Tail Policy Fees”. The Company shall, and shall cause each of its Subsidiaries to, cooperate with Parent to obtain the Claims-Made Tail Policies.

          (b) Parent shall be entitled to draw funds from the Indemnity Escrow Account to reimburse Parent in respect of any amounts paid by Parent or any of its Affiliates (which for purposes of this sentence shall include the Company and its Subsidiaries) related to the Claims-Made Tail Policies (including any self-insured retention amounts) to the extent Parent is not otherwise entitled to reimbursement pursuant to such Claims-Made Tail Policies (including any self-insured retention amounts).

          (c) For so long as there are funds in the Indemnity Escrow Account (including funds reserved for filed claims), Parent and the Securityholder Representative shall have joint control over the administration and handling of any claims made against the Claims-Made Tail Policies. Parent shall have sole control over administration and handling of any claims made against the Claims-Made Tail Policies at such time as there are no longer any funds in the Indemnity Escrow Account (including funds reserved for filed claims).

          (d) Notwithstanding anything to the contrary set forth in this Section 6.16, in the event the Claims-Made Tail Policies are not available to the Company on commercially reasonable terms, the Securityholder Representative and Parent shall negotiate in good faith to provide for an alternative arrangement mutually agreeable to the Securityholder Representative and Parent.

     6.17 Facilities Renovations.

          (a) The Company shall use commercially reasonable efforts to continue, to the extent consistent with the current timetable for such projects, the Facilities Renovations described on Schedule 6.17. No later than three (3) Business Days prior to Closing, the Company shall submit to Parent a schedule showing in reasonable detail (a) all out-of-pocket costs and expenses incurred by the Company and its Subsidiaries in connection with the Facilities Renovations, including all hard and soft costs and expenses payable under design and construction contracts, or for purchase of fixtures, equipment, materials and installations and costs and expenses incurred with respect to applying for and obtaining all permits, approvals, licenses, consents and other permission of any Government Entity or Person to conduct the Facilities Renovations and (b) the Company’s calculation of the Facilities Renovation Balance.

          (b) Prior to the Closing, the Company shall complete the Lima Renovation and the Our Lady of Peace Renovation, each as currently contemplated, and shall have paid all

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costs and expenses incurred by the Company and its Subsidiaries in connection with each of the Lima Renovation and the Our Lady of Peace Renovation; provided, however, any such costs and expenses that have not been paid prior to the Closing shall be included in the definition of Selling Expenses.

     6.18 Tax Matters.

          (a) Preparation and Filing of Tax Returns.

          (i) Parent shall timely prepare and file, or shall cause to be timely prepared and filed, all Tax Returns of the Company and its Subsidiaries with respect to Pre-Closing Tax Periods which are due after the Closing Date; provided, however, that Parent shall provide each such Tax Return to the Securityholder Representative for its review and comment at least forty-five (45) days prior to the date on which such Tax Return is to be filed. The Securityholder shall submit in writing to Parent within twenty one (21) days after receipt of such Tax Returns the Securityholder Representative’s comments on such Tax Returns (the “Tax Comments”) and Parent shall consider in good faith such Tax Comments. Such Tax Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law. Parent shall cause any amounts shown to be due on such Tax Returns to be remitted to the applicable Taxing Authorities no later than the due date of such Tax Returns.

          (ii) If Parent and the Securityholder Representative are unable to reach agreement regarding the Tax Comments, then the Securityholder Representative and Parent jointly shall engage the Accounting Firm to resolve any Tax Comments that have not been resolved and to make a determination of such items. The parties shall request that the determination of the Accounting Firm shall be made within fifteen (15) days after its selection pursuant to procedures mutually agreeable to by Parent and the Securityholder Representative. The Accounting Firm shall resolve only the Tax Comments that are still in dispute and make a determination on the Tax Comments, which shall be conclusive and binding on all parties. If the Accounting Firm is unable to resolve the Tax Comments prior to the due date of such Tax Return, the Parent shall file such Tax Return by the due date, and amend such Tax Return, if necessary, to reflect any decision of the Accounting Firm and the Securityholder Representative shall consent to such amendment.

          (iii) For so long as there are funds in the Indemnity Escrow Account (including funds reserved for filed claims related to Taxes), none of Parent, Merger Sub, the Surviving Corporation or any of their Subsidiaries or Affiliates shall amend any Tax Returns of the Company or its Subsidiaries for any Pre-Closing Tax Period without the prior written consent of the Securityholder Representative if such amendment could create a Loss for which a Parent Indemnitee is entitled to indemnification unless such amendment is required to effect a settlement reached pursuant to the terms of Section 6.18(f).

          (b) Straddle Periods. For purposes of this Agreement, in the case of any taxable year or period that begins before and ends after the Closing Date (a “Straddle Period”),

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the amount of any Taxes based on or measured by income or receipts of the Company or its Subsidiaries allocable to the Pre-Closing Tax Period shall be computed as if such taxable year or period (and the taxable year or period of any entity taxable as a partnership in which the Company or a Subsidiary owns a direct or indirect interest) ended as of the close of business on the Closing Date, and the amount of other Taxes of the Company or its Subsidiaries for a Straddle Period allocable to the Pre-Closing Tax Period shall be equal to the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

          (c) Closing Date Course of Business. For the portion of the Closing Date after the time of Closing, other than transactions expressly contemplated hereby, Parent shall cause the Surviving Corporation and its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted.

          (d) Cooperation on Tax Matters. For so long as there are funds in the Indemnity Escrow Account (including funds reserved for filed claims related to Taxes), Parent, the Surviving Corporation and the Securityholder Representative shall cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the filing of Tax Returns. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall not destroy or dispose of any Tax workpapers, schedules or other materials and documents supporting Tax Returns of the Company and its Subsidiaries for Pre-Closing Tax Periods until the third (3^rd) anniversary of the Closing Date, without the prior written consent of Securityholder Representative, and before any disposition or destruction of such materials at any time, Parent shall give Securityholder Representative the opportunity to take possession of such materials and documents.

          (e) Tax Refunds. For so long as there are funds in the Indemnity Escrow Account (including funds reserved for filed claims related to Taxes), the Securityholders shall be entitled to receive from the Surviving Corporation (or its Subsidiaries or Affiliates) all Tax refunds relating to Pre-Closing Tax Periods (except to the extent such refunds were included in the calculation of Net Working Capital or are attributable to the Specified Deductions) which shall be paid in accordance with their Pro Rata Percentages of such amounts.

          (f) Tax Contests. Until the expiration of the Escrow Period (or, if longer due to an outstanding claim for a Loss related to Taxes, the applicable period specified in Section 8.1(c)), Parent and the Securityholder Representative shall have joint control, at each party’s own expense, over the portion of any audit, examination, or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes (a “Tax Contest”) for which the Parent Indemnitees may be entitled to indemnification pursuant to this Agreement. Neither party shall settle any such Tax Contest without the other party’s written consent. Parent, Surviving Corporation, and their Subsidiaries shall give prompt written notice of any Tax Contest to the Securityholder Representative.

          (g) Adjustments to Purchase Price. All payments by the Securityholder Representative, Parent or Merger Sub, as the case may be, to or for the benefit of the other

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parties pursuant to Article VIII shall be treated as adjustments to the Aggregate Merger Consideration for Tax purposes, and such agreed treatment shall govern for purposes of this Agreement unless otherwise required by Law.

          (h) Section 338 Election. None of Parent, the Merger Sub, the Surviving Corporation or their Subsidiaries or Affiliates shall make an election pursuant to Section 338 of the Code with respect to the Company or any of its Subsidiaries for any Pre-Closing Tax Period or Straddle Period without the prior written consent of the Securityholder Representative, which consent may be withheld in the Securityholder Representative’s sole discretion.

          (i) Interaction with Article VIII. Notwithstanding any provision herein to the contrary, to the extent that a provision of this Section 6.18 directly conflicts with a provision of Article VIII, this Section 6.18 shall govern.

     6.19 Stockholder Consent.

          (a) The Company, immediately following the execution of this Agreement, shall use best efforts to obtain, in accordance with applicable law, the written consent of stockholders entitled to vote on this Agreement and holding Common Stock in an amount necessary to adopt and approve this Agreement (the “Company Written Consent”).

          (b) Immediately following the execution of this Agreement, Parent, RehabCare East and Holdings shall adopt and approve, in accordance with applicable law, this Agreement by written consent as permitted by their respective organizational documents (the “Parent Written Consents”).

          (c) Any failure by the Company or Parent to obtain the Company Written Consent or the Parent Written Consents, respectively, within twenty-four (24) hours of the date of this Agreement may result in the termination of this Agreement in accordance with the terms of Section 9.1(f) or (g), as applicable.

     6.20 Parent’s Covenants.

          (a) Without the prior written consent of the Company, between the date hereof and the Closing, Parent shall not and shall cause its Subsidiaries not to:

          (i) make any capital expenditures outside of the ordinary course of business;

          (ii) directly or indirectly acquire by merging or consolidating with, or by purchasing all of or a substantial equity interest in, all or substantially all of the assets of, or by any other manner, any Person or division, business or equity interest of any Person; or

          (iii) consummate any merger, consolidation, business combination or disposition of substantially all of the assets of Parent and its Subsidiaries or substantially all of the capital stock or other ownership interests of Parent (a “Parent Acquisition Transaction”), unless, in connection with such Parent Acquisition Transaction, the

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purchaser provides sufficient cash to enable Parent to consummate the transactions contemplated hereby without the issuance of any Backstop Securities.

          (b) The Securityholder Representative shall be given a reasonable opportunity to discuss and participate in the negotiation of any modification, amendment or waiver under the Debt Commitment Letter or any credit agreement prepared in connection with the Debt Financing and shall be given an opportunity to participate in and, to the extent practicable, reasonable advance notice of, all conversations, negotiations and discussions with lenders or agents pertaining to any such credit agreement, in either case, until such time as the Offering has been consummated and as a result of the consummation of such Offering, no Backstop Securities will be issued to the Backstop Investors pursuant to the terms and conditions of this Agreement and the Backstop Securities Agreement. Parent shall promptly send the Securityholder Representative copies of all draft agreements delivered or distributed to the lenders, draft term sheets, and material notices (e.g., any default notice or reservation or rights letter) delivered or distributed to the lenders in connection with the credit agreement prepared in connection with the Debt Financing or any modification, amendment or waiver under the Debt Commitment Letter until such time as the Offering has been consummated and as a result of the consummation of such Offering, no Backstop Securities will be issued to the Backstop Investors pursuant to the terms and conditions of this Agreement and the Backstop Securities Agreement. Notwithstanding anything to the contrary set forth herein, Parent shall be entitled to make any and all final decisions related to the terms and conditions of the credit agreement.

ARTICLE VII

CONDITIONS TO CLOSING

     7.1 Conditions Precedent to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions precedent (any or all of which may be waived by Parent and Merger Sub in whole or in part to the extent permitted by applicable Law):

          (a) the representations and warranties of the Company shall be true and correct in all respects (determined without regard to any materiality or Material Adverse Effect qualifications contained in any representation or warranty), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except for such inaccuracies which, in the aggregate, would not be reasonably likely to have a Material Adverse Effect, and Parent shall have received a certificate signed by an authorized officer of the Company in his capacity as such, dated as of the Closing Date, to the foregoing effect;

          (b) the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date, and Parent shall have received a certificate signed by an

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authorized officer of the Company in his capacity as such, dated as of the Closing Date, to the foregoing effect;

          (c) from the date hereof and prior to Closing, there shall not have been or occurred, and in either case, be continuing, any event, change, occurrence, circumstance or development that, individually or in the aggregate with any such events, changes, occurrences, circumstances or developments, has had or would reasonably be expected to have a Material Adverse Effect;

          (d) there shall not be in effect any order, judgment or decree by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;

          (e) the Company shall have obtained (i) the Company Written Consent and (ii) the other consents set forth on Schedule 7.1(e), and shall have delivered copies of the same to Parent;

          (f) the Company shall have delivered, or caused to be delivered, to Parent such items set forth in Section 3.2;

          (g) Parent shall have received the proceeds from the debt financing contemplated by the Debt Commitment Letter;

          (h) the waiting period (and any extension thereof) under the HSR Act applicable to the consummation of the Merger (and, if applicable, the transactions contemplated by the Backstop Securities Agreement) shall have expired or been terminated; and

          (i) Any of the following: (I) Parent shall have received an amount of proceeds from the consummation of the Offering so that there is not a Parent Cash Shortfall after giving effect to such proceeds, (II) Parent shall have received proceeds from the consummation of the Offering and there is a Parent Cash Shortfall after giving effect to such proceeds and all of the conditions to the obligations of Parent contained in Section 5.2 of the Backstop Securities Agreement shall have been satisfied or waived by Parent, or (III) on or after the Backstop Date, the Offering has not been consummated and all of the conditions to the obligations of Parent contained in Section 5.2 of the Backstop Securities Agreement shall have been satisfied or waived by Parent.

     7.2 Conditions Precedent to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any or all of which may be waived by the Company in whole or in part to the extent permitted by applicable Law):

          (a) the representations and warranties of Parent and Merger Sub shall be true and correct in all respects (determined without regard to any materiality or material adverse effect qualifications contained in any representation or warranty), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such

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representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except for such inaccuracies which, in the aggregate, would not be reasonably likely to have a material adverse effect on Parent’s ability to consummate the transactions contemplated hereby, and the Company shall have received a certificate signed by an authorized officer of Parent in his or her capacity as such, dated as of the Closing Date, to the foregoing effect;

          (b) Parent and Merger Sub shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Parent or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate signed by an authorized officer of Parent in his or her capacity as such, dated as of the Closing Date, to the foregoing effect;

          (c) In the event that Backstop Securities are to be issued pursuant to Section 2.1(b), all of the conditions to the obligations of the Backstop Investors contained in Section 5.1 of the Backstop Securities Agreement shall have been satisfied or waived by the Securityholder Representative;

          (d) the waiting period (and any extension thereof) under the HSR Act applicable to the consummation of the Merger (and, if applicable, the transactions contemplated by the Backstop Securities Agreement) shall have expired or been terminated;

          (e) there shall not be in effect any order, judgment or decree by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;

          (f) the aggregate Face Amount of any Backstop Securities issued to the Backstop Investors as part of the Aggregate Securityholder Closing Payment pursuant to Article II hereof shall be no more than $125,000,000 and Parent shall have, or shall have available, Parent Available Cash (excluding, for purposes of this Section 7.2(f) only, proceeds of the Offering, if any) in the amount of at least $462,000,000 to apply to the payments required hereunder in the order set forth in Section 2.1; and

          (g) Parent and Merger Sub shall have delivered, or caused to be delivered, such items set forth in Section 3.3.

ARTICLE VIII

SURVIVAL AND INDEMNIFICATION

     8.1 Survival. The representations, warranties, covenants and agreements of the Company, on the one hand, and Parent and Merger Sub, on the other hand, contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) will survive the Closing Date but only to the extent specified below.

          (a) All covenants and agreements contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) will survive the Closing Date in accordance with their respective terms.

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          (b) The representations and warranties contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) will survive the Closing Date until such date that is sixteen (16) months from the Closing Date (the “Escrow Period”).

          (c) Notwithstanding anything in this Agreement to the contrary, any claim made with reasonable specificity by the party seeking to be indemnified within the survival period shall survive until such claim is finally and fully resolved.

     8.2 Indemnification by Parent and Merger Sub. Subject to the limitations set forth in this Article VIII, Parent and Merger Sub will indemnify and hold harmless the Securityholders and their Affiliates, and their respective successors and permitted assigns, officers, employees, directors, managers, members, partners, stockholders and agents and their heirs and personal representatives (collectively, the “Seller Indemnitees”) from and against, and will pay to the Seller Indemnitees the amount of, any and all Losses actually incurred by any of the Seller Indemnitees based upon (i) any failure of the representations and warranties of Parent or Merger Sub contained in this Agreement (including the schedules and exhibits attached hereto and the certificate delivered pursuant to Section 7.2(a)) to be true and correct (A) as of the date hereof or (B) in all material respects as of the Closing Date (or, with respect to any representations and warranties that address matters as of a different date, the failure of such representations and warranties to be true and correct as of such date) or (ii) any breach of the covenants or agreements of Parent or Merger Sub contained in this Agreement (including the schedules and exhibits attached hereto and the certificate delivered pursuant to Section 7.2(b)).

     8.3 Indemnification of Parent and Merger Sub.

          (a) Subject to the limitations set forth in this Article VIII, Parent and Merger Sub and their Affiliates (including after the Closing, the Surviving Corporation and its Subsidiaries), and their respective successors and permitted assigns, officers, employees, directors, managers, members, partners, stockholders and agents and their heirs and personal representatives (collectively, the “Parent Indemnitees”) shall be indemnified solely out of the Indemnity Escrow Account from and against, and the Escrow Agent shall cause to be paid to the Parent Indemnitees the amount of, any and all Losses actually incurred by any of the Parent Indemnitees based upon (i) any failure of the representations and warranties of the Company contained in this Agreement (including the schedules and exhibits attached hereto and the certificate delivered pursuant to Section 7.1(a)) to be true and correct (A) as of the date hereof or (B) in all material respects as of the Closing Date (or, with respect to any representations and warranties that address matters as of a different date, the failure of such representations and warranties to be true and correct as of such date), (ii) any breach of the covenants or agreements of the Company contained in this Agreement (including the schedules and exhibits attached hereto and the certificate delivered pursuant to Section 7.1(b)), or (iii) any and all claims related to or arising out of the termination of the Terminated Employees.

          (b) From and after the Closing Date and ending upon the release of all remaining assets in the Indemnity Escrow Account pursuant to the terms of the Escrow Agreement, the Parent Indemnitees will be entitled to reimbursement for Losses for which any Parent Indemnitee is entitled to indemnification pursuant to Section 8.3(a) by release of assets to

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Parent from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and such release of funds from the Indemnity Escrow Account shall serve as the sole and exclusive remedy available to the Parent Indemnitees to be indemnified and held harmless for any Losses pursuant to this Section 8.3.

          (c) The Escrow Agreement shall provide that all of the remaining assets in the Indemnity Escrow Account shall be released to the Securityholders in accordance with their Pro Rata Percentages upon the expiration of the Escrow Period, except for any amounts which are the subject of any claims for indemnity made in good faith by the Parent Indemnitees prior to the expiration of the Escrow Period.

          (d) If Backstop Securities shall have been deposited into the Indemnity Escrow Account, then in the event that any amounts are due to a Parent Indemnitee pursuant to this Section 8.3, the parties shall cause the Escrow Agent to release from the Indemnity Escrow Account to such Parent Indemnitee (i) with respect to Backstop Securities held by the Escrow Agent on account of the Backstop Investors, Backstop Securities held in the Indemnity Escrow Account having an aggregate Face Amount and accumulated but unpaid dividends thereon equal to the lesser of (A) the amount of such indemnifiable Loss multiplied by the aggregate Pro Rata Percentage of all of the Backstop Investors or (B) the aggregate Face Amount and accumulated but unpaid dividends of all Backstop Securities then held in the Indemnity Escrow Account and (ii) with respect to amounts held by the Escrow Agent on account of all other Securityholders, by wire transfer of immediately available funds, in each case in accordance with the Pro Rata Percentages. Any such release by the Escrow Agent shall be made in accordance with the Order of Priority. Dividends paid on, or distributions made in respect of, Backstop Securities held in the Indemnity Escrow Account shall be made by Parent directly to the Backstop Investors. In the event that there are accumulated but unpaid dividends on the Backstop Securities held in the Indemnity Escrow Account, the Backstop Investors shall have the right to receive such dividends when and as they are paid without regard to the facts and circumstances of the release, if any, of the Backstop Securities from the Indemnity Escrow Account.

     8.4 Exclusive Remedy. The parties agree that, from and after the Closing Date, the exclusive remedies of the parties for any Losses based upon, arising out of or otherwise in respect of the matters set forth in this Agreement are the indemnification obligations of the parties set forth in this Article VIII, except with respect to any purchase price adjustment pursuant to Sections 2.8 and 2.9 and any reimbursement of amounts paid by Parent or any of its Affiliates related to the Claims-Made Tail Policies pursuant to Section 6.16(b). The provisions of this Section 8.4 shall not, however, prevent or limit a cause of action (a) under Section 10.9 to obtain an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions hereof or (b) based on fraud; provided, however, that any claim for damages suffered as a result of fraud shall be brought only against the Person alleged to have committed such fraud. In addition, the provisions of this Article VIII shall not be the exclusive remedy for any claims for indemnification pursuant to Section 6.5 or pursuant to the Backstop Securities Agreement or the Backstop Registration Rights Agreement.

     8.5 Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the right to indemnification under this Article VIII is limited as follows:

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          (a) The Parent Indemnitees shall not be entitled to assert any claims for Losses pursuant to Section 8.3(a)(i) until such time that the aggregate amount of all such Losses suffered by the Parent Indemnitees pursuant to Section 8.3(a)(i) exceeds $2,000,000 (the “Deductible”), and in such event, the Parent Indemnitees shall be entitled to recover the amount of such Losses in excess of the Deductible.

          (b) For the purpose of calculating Losses under this Article VIII after a breach has occurred (and, for the sake of clarity, not for the purpose of determining whether a breach has occurred), (i) any and all materiality or Material Adverse Effect qualifications (or similar qualifications) in the representations, warranties, covenants and agreements shall be disregarded and (ii) any amounts actually received from insurers or third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery shall reduce the amount of Losses for determining the amount of the indemnity obligation under this Article VIII.

          (c) Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Parent, Merger Sub, any Parent Indemnitee or any Seller Indemnitee, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby.

          (d) Any Loss for which any Parent Indemnitee is entitled to indemnification under this Section 8.5 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement.

          (e) From and after the Closing, no Securityholder shall have any right of contribution, indemnification or other recourse against the Surviving Corporation or any of its Subsidiaries or any of their respective Representatives, successors and permitted assigns with respect to any breach of this Agreement by the Company.

          (f) No Parent Indemnitee shall be entitled to indemnification hereunder for any Loss arising from a breach of any representation, warranty or covenant set forth herein (and the amount of any Loss incurred with respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) to the extent any liability, matter or item is included in the calculation of Final Net Working Capital.

          (g) No Parent Indemnitee shall be entitled to recover or make a claim for Losses with respect to any claim by a third party, including any Governmental Entity, if such third party claim was instigated or encouraged by the actions of Parent, Merger Sub or one of its Affiliates, including the Company and its Subsidiaries after the Effective Time, except for such actions that are required by applicable Law.

          (h) A Parent Indemnitee’s right to indemnification for Losses with respect to Taxes (relating to a breach of a representation in Section 4.19 or otherwise) shall be limited to Taxes attributable to Pre-Closing Tax Periods.

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     8.6 Procedures.

          (a) Notice of Losses by Seller Indemnitee. Subject to the limitations set forth in this Article VIII, as soon as reasonably practicable after a Seller Indemnitee has actual knowledge of any claim that it has under this Article VIII that may result in a Loss (a “Seller Claim”), such Seller Indemnitee shall cause the Securityholder Representative to give written notice thereof (a “Seller Claim Notice”) to Parent. A Seller Claim Notice must describe the Seller Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Seller Indemnitee. No delay in or failure to give a Seller Claim Notice by the Securityholder Representative to Parent pursuant to this Section 8.6(a) will adversely affect any of the other rights or remedies that Seller Indemnitees have under this Agreement, or alter or relieve Parent of its obligation to indemnify the applicable Seller Indemnitee, except to the extent (and only to the extent) that Parent or Merger Sub is, directly or indirectly, materially prejudiced thereby. Parent shall respond to the Securityholder Representative on behalf of the Seller Indemnitees (a “Seller Claim Response”) within thirty (30) days (the “Seller Claim Response Period”) after the date that the Seller Claim Notice is sent by the Securityholder Representative. Any Seller Claim Response must specify whether or not Parent disputes the Seller Claim described in the Seller Claim Notice. If Parent fails to give a Seller Claim Response within the Seller Claim Response Period, Parent will be deemed not to dispute the Seller Claim described in the related Seller Claim Notice. If Parent elects not to dispute a Seller Claim described in a Seller Claim Notice, whether by failing to give a timely Seller Claim Response or otherwise, then the amount of Losses alleged in such Seller Claim Notice will be conclusively deemed to be an obligation of Parent, and Parent shall pay, in cash, to the Securityholders in accordance with their Pro Rata Percentages within fifteen (15) days after the last day of the applicable Seller Claim Response Period the amount specified in the Seller Claim Notice. If Parent delivers a Seller Claim Response within the Seller Claim Response Period indicating that it disputes one or more of the matters identified in the Seller Claim Notice, Parent and the Securityholder Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute. If Parent and the Securityholder Representative are unable to reach agreement within thirty (30) days after the conclusion of the Seller Claim Response Period, then either Parent or the Securityholder Representative may resort to other legal remedies contained in this Article VIII.

          (b) Notice of Losses by Parent Indemnitee.

          (i) Subject to the limitations set forth in this Article VIII, as soon as reasonably practicable after a Parent Indemnitee has actual knowledge of any claim that it has under this Article VIII that may result in a Loss (a “Parent Claim”), Parent shall give written notice thereof (a “Parent Claim Notice” and, together with a Seller Claim Notice, a “Notice”), to the Securityholder Representative. A Parent Claim Notice must describe the Parent Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Parent Indemnitee. No delay in or failure to give a Parent Claim Notice by Parent to the Securityholder Representative pursuant to this Section 8.6(b) will adversely affect any of the other rights or remedies that Parent or Merger Sub has under this Agreement, or alter or relieve the obligation to indemnify the applicable Parent Indemnitee, except to the extent (and only to the extent) that interests of the

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Securityholders are, directly or indirectly, materially prejudiced thereby. The Securityholder Representative shall respond to Parent (a “Parent Claim Response”) within thirty (30) days (the “Parent Claim Response Period”) after the date that the Parent Claim Notice is sent by Parent. Any Parent Claim Response must specify whether or not the Securityholder Representative disputes the Parent Claim described in the Parent Claim Notice. If the Securityholder Representative fails to give a Parent Claim Response within the Parent Claim Response Period, the dispute described in the Parent Claim Notice shall be deemed to be accepted by the Securityholder Representative. If the Securityholder Representative elects not to dispute a Parent Claim described in a Parent Claim Notice, whether by failing to give a timely Parent Claim Response or otherwise, then, subject to the limitations contained in this Article VIII, the amount of Losses specified in the Parent Claim Notice shall be promptly released to Parent from the Indemnity Escrow Account (to the extent of the amount of the assets in the Indemnity Escrow Account) by the Escrow Agent in accordance with the terms of the Escrow Agreement.

          (ii) If the Securityholder Representative delivers a Parent Claim Response to Parent within the Parent Claim Response Period, Parent and the Securityholder Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute. If Parent and the Securityholder Representative are able to reach agreement within thirty (30) days after Parent receives such Parent Claim Response, an amount in accordance with such agreement shall be promptly released to Parent from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement. If Parent and the Securityholder Representative are unable to reach agreement within thirty (30) days after Parent receives such Parent Claim Response, then either Parent or the Securityholder Representative may resort to other legal remedies contained in this Article VIII. For all purposes of this Article VIII (including those pertaining to disputes under Section 8.6(a) and this Section 8.6(b)(ii)), Parent and the Securityholder Representative shall cooperate with and make available to the other party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the resolution of such disputes.

          (c) Opportunity to Defend Third Party Claims. In the event of any claim by a third party against a Parent Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the party obligated to provide indemnification, as applicable (each an “Indemnifying Party”), has the right, exercisable by written notice to Parent or the Securityholder Representative, as applicable, within thirty (30) days of receipt of a Notice from Parent or the Securityholder Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall have acknowledged in writing to the Indemnitee its obligation to indemnify such Indemnitee as provided hereunder with respect to such claim to the extent required hereunder. If the Indemnifying Party has assumed such defense as provided in this Section 8.6(c), the Indemnifying Party will not, except as expressly permitted in this Section 8.6(c), be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. In the event that the Indemnifying Party elects to assume the defense of a third party claim as contemplated herein, the Indemnitee shall be entitled to participate in the defense of

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such claim and to employ counsel of its choice for such purpose at its sole expense; provided, however, that the Indemnifying Party shall pay the fees and expenses of such separate counsel if the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with defending such claim or the Indemnitee shall have been advised by counsel that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel, but only to the extent of such conflict of interest; provided, further, that the Indemnifying Party shall not, in connection with any such third party claim or separate but substantially similar third party claims arising out of the same general allegations, be required to pay the fees and disbursements of more than one separate firm of attorneys at any time for all Indemnitees in any jurisdiction. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 8.6(c), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article VIII) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnitee or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. In any such third party claim, the party responsible for the defense of such claim hereunder shall, to the extent reasonably requested by the other applicable parties, keep such other applicable parties informed as to the status of such claim, including all settlement negotiations and offers. Notwithstanding anything in this Section 8.6(c) to the contrary, no Indemnifying Party shall have the right to defend any such claim (but may participate, at its own expense, in the defense of such claim) if such claim.

     8.7 Loss Tax Benefit. The amount of any Loss subject to indemnification under this Article VIII shall be calculated net of any Loss Tax Benefit (as defined below) inuring to the applicable Parent Indemnitee or Seller Indemnitee on account of the portion of such Loss, if any, to which an actual indemnity payment made is attributable. If the applicable Parent Indemnitee or Seller Indemnitee receives a Loss Tax Benefit after an indemnification payment is made to it, the applicable party shall promptly pay to the Person or Persons that made such indemnification payment the amount of such Loss Tax Benefit at such time or times as and to the extent that such Loss Tax Benefit is realized by the Parent Indemnitee or Seller Indemnitee, as applicable. For purposes hereof, “Loss Tax Benefit” shall mean any refund of Taxes paid less the amount of Tax detriment (computed at a 35% tax rate) suffered by the Parent Indemnitee or Seller Indemnitee, as applicable, which increases the amount of Taxes payable or reduces the amount of any refund of Tax which would otherwise have been available

     8.8 Reliance. The rights of the Parent Indemnitees to indemnification for the representations and warranties of the Company set forth in this Agreement are part of the basis of the bargain contemplated by this Agreement, and the Parent Indemnitees rights to indemnification shall not be affected or waived by virtue of, and Parent, the Surviving

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Corporation and its Subsidiaries and any other Parent Indemnitee shall be deemed to have relied upon the representations and warranties of the Company set forth in this Agreement notwithstanding, any knowledge on the part of Parent, the Surviving Corporation and its Subsidiaries or any other Parent Indemnitee of any untruth of any such representation or warranty of the Company set forth in this Agreement, regardless of whether such knowledge was obtained through the investigation by Parent, the Surviving Corporation and its Subsidiaries or any other Parent Indemnitee or through disclosure by the Company and its Subsidiaries, the Securityholders or another Person, and regardless of whether such knowledge was obtained before, at or after the Closing.

ARTICLE IX

TERMINATION

     9.1 Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

          (a) At the election of Parent or the Securityholder Representative on or after January 4, 2010 (such date, as it may be extended by written agreement of the parties, the “Termination Date”), if the Closing shall not have occurred by the close of business on the Termination Date, provided that the terminating party is not in material breach of any of its representations, warranties or covenants set forth in this Agreement;

          (b) by mutual written consent of Parent and the Company;

          (c) by Parent if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Sections 7.1(a) or 7.1(b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within ten (10) Business Days following receipt by the Securityholder Representative and the Company of notice of such breach from Parent. Notwithstanding the foregoing, if Parent is in material breach of any of its representations, warranties or covenants set forth in this Agreement, Parent shall not be entitled to exercise its rights to terminate under this Section 9.1(c);

          (d) by the Company if Parent or Merger Sub shall have breached or failed to perform any of their representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of Parent or Merger Sub shall have become untrue, in either case such that the conditions set forth in Sections 7.2(a) or 7.2(b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within ten (10) Business Days following receipt by Parent of notice of such breach from the Securityholder Representative and the Company. Notwithstanding the foregoing, that if the Company is in material breach of any of its representations, warranties or covenants set forth in this Agreement, the Company shall not be entitled to exercise its rights to terminate under this Section 9.1(d);

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          (e) by either the Company or Parent if any Governmental Entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree or ruling or other action shall have become final and nonappealable;

          (f) by Parent if the Company has failed to deliver the Company Written Consent as required pursuant to Section 6.19(c);

          (g) by Company if Parent has failed to deliver the Parent Written Consents as required pursuant to Section 6.19(c); or

          (h) by the Company, if the Closing shall not have occurred by 5 p.m., New York time, on December 31, 2009 and all of the conditions to the obligations of Parent or Merger Sub set forth in Section 7.1 (other than the condition set forth in Section 7.1(g) and/or the condition set forth in Section 7.1(i) (unless the failure to satisfy the condition set forth in Section 7.1(i) is as a result of the failure to satisfy the conditions to the obligations of Parent set forth in Section 5.2 (a), (b) or (c) of the Backstop Securities Agreement)) have been satisfied or waived on or prior to such time.

     9.2 Procedure Upon Termination. In the event of termination and abandonment by Parent or the Company, or both, pursuant to Section 9.1, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the Merger hereunder shall be abandoned, without further action by Parent, Merger Sub or the Company.

     9.3 Effect of Termination.

          (a) In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Parent, Merger Sub or the Company; provided, however, that the obligations of the parties set forth in Article X, Sections 6.5(d), 6.5(e), 6.8, 9.2, and 9.3 hereof shall survive any such termination and shall be enforceable hereunder; provided further, however, that nothing in this Section 9.3 shall relieve Parent, Merger Sub or the Company of any liability for a breach of this Agreement prior to the effective date of termination.

          (b) In the event this Agreement is terminated by the Company pursuant to Section 9.1(h), Parent shall make a cash payment to the Company in the amount of $20,000,000 (the “Termination Amount”).

          (c) If required under this Section 9.3, the Termination Amount shall be paid in immediately available funds within two (2) Business Days after the date of the event giving rise to the obligation to make such payment. Each of the parties hereto acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that the Termination Amount is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company for the efforts and resources expended and other opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transaction contemplated hereby. In furtherance of the foregoing, in the event the Termination Amount becomes payable

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and is paid pursuant to this Section 9.3, the Termination Amount shall be the Company’s sole and exclusive remedy against the Parent or Merger Sub for any damages (including in respect of any breach, whether willful or otherwise) by Parent or Merger Sub under this Agreement.

ARTICLE X

MISCELLANEOUS

     10.1 Representative Acting on Behalf of the Common Stockholders, Restricted Stockholders, Warrantholders and Optionholders.

          (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Securityholders for certain limited purposes. The Securityholder Representative shall serve as the agent and representative of each Securityholder with respect to the matters expressly set forth in this Agreement.

          (b) TA Associates, Inc. will act as the representative of such Securityholder for all purposes of this Agreement (the “Securityholder Representative”). The Securityholder Representative shall have full power and authority to take all actions under this Agreement that are to be taken by the Securityholder Representative. The Securityholder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement, including giving and receiving any notice or instruction permitted or required under this Agreement by the Securityholder Representative, interpreting all of the terms and provisions of this Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Securityholder Representative in connection with this Agreement, defending all indemnity claims pursuant to Section 8.3 of this Agreement, consenting to, compromising or settling all Parent Claims or Seller Claims, conducting negotiations with Parent, Merger Sub and its agents regarding such claims, dealing with Parent and Merger Sub under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, accountants or other representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Securityholder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment hereof or thereof in its capacity as Securityholder Representative.

          (c) On the Closing Date, Parent will directly contribute the Representative Expense Fund Amount to an account maintained by the Securityholder Representative, as a fund for the fees and expenses (including legal fees and expenses) of the Securityholder Representative incurred in connection with this Agreement and the Backstop Securities Agreement (the “Representative Expense Fund”). In the event that the Representative Expense Fund shall be insufficient to satisfy the expenses of the Securityholder Representative, the Securityholder Representative shall be entitled to recover any such expenses directly from the Securityholders or be reimbursed out of any amounts being distributed to the Securityholders out of the Indemnity Escrow Account.

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          (d) The Securityholder Representative shall be indemnified for and shall be held harmless by the Securityholders against any Losses incurred by the Securityholder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Securityholder Representative’s conduct as Securityholder Representative, other than Losses resulting from the Securityholder Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be paid by the Securityholders pro rata based on their Pro Rata Percentages. The Securityholder Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Securityholder Representative in accordance with such advice, the Securityholder Representative shall not be liable to the Securityholders. In no event shall the Securityholder Representative be liable hereunder or in connection herewith to the Securityholders for any indirect, punitive, special or consequential damages.

          (e) Any action taken by the Securityholder Representative pursuant to the authority granted in this Section 10.1 shall be effective and absolutely binding as the action of the Securityholders under this Agreement.

          (f) Parent, Merger Sub, the Company and its Subsidiaries shall be entitled to rely on the actions and determinations of the Securityholder Representative, and shall have no liability whatsoever with respect to any action or omission of them taken in reliance on the actions or omissions of the Securityholder Representative. None of Parent, Merger Sub, the Company or any of its Subsidiaries have any liability (whether to any of the Securityholders, or otherwise) arising out of any action taken by the Securityholder Representative.

          (g) The Securityholder Representative shall have full power and authority to apply proceeds of the Representative Expense Fund as the Securityholder Representative determines in connection with the matters contemplated by this Agreement and the related transaction documents including to pay any and all expenses in the performance of the Securityholder Representative’s duties hereunder.

     10.2 Transfer Taxes. Parent on the one hand, and the Securityholders (as required by the definition of Selling Expenses) on the other hand, shall each be liable for and shall pay one-half (1/2) of all sales, use, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges as levied by any Governmental Entity including any interest and penalties) in connection with the transactions contemplated by this Agreement (“Transfer Taxes”).

     10.3 Entire Agreement, Amendment and Waivers. This Agreement (together with the schedules, exhibits and the documents delivered pursuant hereto and the Confidentiality Agreement) supersedes all prior documents, term sheets, letters of intent, understandings and agreements, oral or written, relating to this transaction and constitutes the entire understanding among the parties with respect to the subject matter hereof. Subject to compliance with applicable Law, this Agreement may be amended by the parties hereto, by action taken by their

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respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger to the stockholders of the Company; provided, however, that after any approval of the transactions contemplated by this Agreement by the stockholders of the Company, no amendment of this Agreement shall be made that by Law or in accordance with the rules of any stock exchange requires further approval by the stockholders of the Company without obtaining such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. A party may extend the time for performance of any of the obligations or the acts to be performed by the other party or parties or waive compliance by the other party or parties with any covenant contained herein; provided, however, that any such extension or waiver shall be valid only if in writing and signed by the Securityholder Representative, the Company and either Parent or the Surviving Corporation.

     10.4 Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence of this Section 10.4, the provisions of this Agreement (and, unless otherwise expressly provided therein, of any document delivered pursuant to this Agreement) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Any assignment in violation of the foregoing shall be null and void.

     10.5 Expenses. Except as otherwise provided in this Agreement, the Company on the one hand and Parent on the other hand shall each bear their own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby.

     10.6 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     10.7 Waiver. No failure or delay on the part of any party in exercising any right, power or privilege hereunder or under any of the documents delivered in connection with this Agreement shall operate as a waiver of such right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege preclude any other or future exercise thereof or the exercise of any other right, power or privilege.

     10.8 Notices. Any notices required or permitted to be given under this Agreement (and, unless otherwise expressly provided therein, under any document delivered pursuant to this Agreement) shall be given in writing and shall be deemed received (a) when personally delivered by hand (with written confirmation of receipt) to the relevant party at such party’s address as set forth below, (b) if sent by mail (which must be certified or registered mail, postage prepaid),

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when received or rejected by the relevant party at such party’s address indicated below, or (c) if sent by facsimile transmission, when confirmation of delivery is received by the sending party:

Parent:	RehabCare Group, Inc.
	7733 Forsyth Avenue
	Suite 2300
	Clayton, Missouri 63105
	Facsimile: (866) 812-2573
	Attn: Patricia S. Williams
With a copy to:	Weil, Gotshal & Manges LLP
	200 Crescent Court
	Suite 300
	Dallas, Texas 75201
	Facsimile: (214) 746-7777
	Attn: R. Scott Cohen, Esq. and
	Jeffrey B. Hitt, Esq.
The Company:	Triumph HealthCare Holdings, Inc.
	7333 North Freeway
	Suite 500
	Houston, Texas 77076
	Facsimile: (713) 807-8604
	Attn: Charles A. Allen and
	Brock Hardaway
With a copy to:	Goodwin Procter LLP
	Exchange Place
	53 State Street
	Boston, Massachusetts 02109
	Facsimile: (617) 523-1231
	Attn: John R. LeClaire, Esq. and
	Jon Herzog, Esq.
The Securityholder Representative:	TA Associates, Inc.
	200 Clarendon Street, 56th floor
	Boston, Massachusetts 02116
	Facsimile: (617) 574-6728
	Attn: Michael S. Berk and
	Tad S. Yanagi

     Each party may change its address for purposes of this Section 10.8 by proper notice to the other parties.

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     10.9 Specific Performance.

          (a) The Company hereby agrees that irreparable injury to Parent would occur in the event that the provisions contained in this Agreement were not performed by the Company in accordance with its specific terms or were otherwise breached, for which damages, even if available, would not be an adequate remedy for Parent. It is accordingly agreed that, without prejudice to Parent’s rights pursuant to Section 9.1, Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Company and that Parent shall be entitled to enforce specifically the terms and provisions thereof, without bond or other security being required, this being in addition to any other remedy to which it may be entitled at law or in equity. For the avoidance of doubt, if all of the conditions specified in Sections 7.2 shall have been satisfied or are capable of being satisfied, then Parent shall be entitled to an injunction requiring the Company to perform its obligations necessary to consummate the transactions contemplated by this Agreement, including the Closing. The Company acknowledges that Parent may seek a specific performance remedy in lieu of terminating this Agreement even if Parent otherwise is entitled to terminate this Agreement.

          (b) Parent hereby agrees that irreparable injury to the Company would occur in the event that the provisions contained in this Agreement were not performed by Parent in accordance with its specific terms or were otherwise breached, for which damages, even if available, would not be an adequate remedy for the Company or the Securityholders. It is accordingly agreed that, without prejudice to the Company’s rights pursuant to Section 9.1, the Company and/or the Securityholder Representative shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by Parent and that the Company and/or the Securityholder Representative shall be entitled to enforce specifically the terms and provisions thereof (including the obligations of Parent set forth in Sections 6.5 and 6.6), without bond or other security being required, this being in addition to any other remedy to which it may be entitled at law or in equity. For the avoidance of doubt, if all of the conditions specified in Sections 7.1 shall have been satisfied or are capable of being satisfied (including the availability of the proceeds from the Debt Financing), then the Company shall be entitled to an injunction requiring Parent to perform its obligations necessary to consummate the transactions contemplated by this Agreement, including the Closing. Parent acknowledges that the Company may seek a specific performance remedy in lieu of terminating this Agreement even if the Company otherwise is entitled to terminate this Agreement.

     10.10 No Third Party Beneficiaries. Other than the Seller Indemnitees and the Parent Indemnitees not a party hereto, the parties receiving indemnification from Parent described in Section 6.5, and the parties described as Indemnified Parties in Section 6.15, no Person not a party to this Agreement shall be deemed to be a third party beneficiary hereunder or entitled to any rights hereunder.

     10.11 Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and

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performed in such State without giving effect to the choice of law principles of such state that would require or permit the application of the laws of another jurisdiction.

     10.12 Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

          (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 10.8.

     10.13 Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Parent shall have any liability for any obligations or liabilities of Parent under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

     10.14 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.

     10.15 Titles and Headings. Titles and headings to sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

     10.16 Certain Interpretive Matters.

          (a) Unless the context otherwise requires, (i) all references to Sections, Articles, Exhibits or Schedules are to Sections, Articles, Exhibits or Schedules of or to this Agreement, (ii) each term defined in this Agreement has the meaning assigned to it, (iii) “or” is disjunctive but not necessarily exclusive and (iv) words in the singular include the plural and vice versa. All references to “$” or dollar amounts will be to lawful currency of the United States of America.

          (b) No provision of this Agreement will be interpreted in favor of, or against, either of the parties hereto by reason of the extent to which either such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

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          (c) The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be constructed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

     10.17 Definitions.

     “280G Approval” has the meaning set forth in Section 6.13.

     “Accreditations” has the meaning set forth in Section 4.25(b).

     “Accounting Firm” has the meaning set forth in Section 2.8(d).

     “Accounting Firm Costs” has the meaning set forth in Section 2.8(e).

     “Accounting Principles” means GAAP consistently applied using the accounting principles, policies, procedures, practices, applications and methodologies used in preparing the Company Financial Statements to the extent in accordance with GAAP.

     “Acquisition Date” means October 20, 2004.

     “Acquisition Transaction” has the meaning set forth in Section 6.4(a).

     “Affiliate” has the meaning given to it in Rule 12b-2 of Regulation 12B under the Exchange Act.

     “Agreement” has the meaning set forth in the Preamble.

     “Aggregate Common Stock Payment” has the meaning set forth in Section 2.2(a).

     “Aggregate Fully Diluted Share Count” means the sum of (i) the aggregate number of shares of Common Stock (including Restricted Stock) issued and outstanding immediately prior to the Effective Time (other than Common Stock held by the Company as treasury stock), plus (ii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all Warrants existing immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all Options existing immediately prior to the Effective Time.

     “Aggregate Merger Consideration” has the meaning set forth in Section 2.1(a).

     “Aggregate Option Exercise Price” means the sum of the cash exercise prices that would be paid if all of the Options were exercised in full (and without giving effect to any cashless exercise provisions) immediately prior to the Effective Time.

     “Aggregate Securityholder Closing Payment” means the sum of (i) the aggregate amount of all Warrant Payments, (ii) the aggregate amount of all Option Payments and (iii) the Aggregate Common Stock Payment.

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     “Aggregate Warrant Exercise Price” means the sum of the cash exercise prices that would be paid if all of the Warrants were exercised in full (and without giving effect to any cashless exercise provisions) immediately prior to the Effective Time.

     “Antitrust Division” has the meaning set forth in Section 6.3(b).

     “Antitrust Laws” has the meaning set forth in Section 6.3(c).

     “Appraisal Shares” has the meaning set forth in Section 2.5.

     “Assumed Company Debt” means any Indebtedness owed by the Company under any capital lease, mortgage or similar instrument listed on Schedule 10.17(a).

     “Audited Financial Statements” has the meaning set forth in Section 4.7(a).

     “Backstop Date” means December 1, 2009 unless the Offering has been consummated prior to such date.

     “Backstop Escrow Amount” has the meaning set forth in Section 3.3(c).

     “Backstop Investors” means those Common Stockholders party to the Backstop Securities Agreement that will receive Backstop Securities in partial payment for their shares of Common Stock (if Backstop Securities are issued in accordance with Section 2.1(b)) pursuant to the terms and conditions contained herein and in the Backstop Securities Agreement.

     “Backstop Registration Rights Agreement” has the meaning set forth in the Recitals.

     “Backstop Securities” has the meaning set forth in the Recitals.

     “Backstop Securities Percentage” has the meaning set forth in Section 2.1(b).

     “Backstop Securities Agreement” has the meaning set forth in the Recitals.

     “Backstop Securities Sale” has the meaning set forth in Section 2.10(b).

     “Balance Sheet” has the meaning set forth in Section 4.7(a).

     “Balance Sheet Date” has the meaning set forth in Section 4.7(a).

     “Base Purchase Price” means $570,000,000.

     “Business Day” means any day of the year on which national banking institutions in New York City, New York are open to the public for conducting business and are not required or authorized to close.

     “Certificate” has the meaning set forth in Section 2.2(a).

     “Certificate of Merger” has the meaning set forth in Section 1.2.

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     “Claim” has the meaning set forth in Section 6.15(a).

     “Claims-Made Tail Policies” has the meaning set forth in Section 6.16(a).

     “Closing” has the meaning set forth in Section 3.1.

     “Closing Certificate” has the meaning set forth in Section 2.8(b).

     “Closing Date” has the meaning set forth in Section 3.1.

     “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

     “Common Stock” has the meaning set forth in Section 2.2(a).

     “Common Stockholders” means all holders of common stock of the Company.

     “Company” has the meaning set forth in the preamble and from and after the Effective Time shall mean the Surviving Corporation, as applicable.

     “Company Board” means the board of directors of the Company.

     “Company Cost Reports” has the meaning set forth in Section 4.25(d).

     “Company Debt” means, with respect to the Company and its Subsidiaries, without duplication, (i) any obligations under any indebtedness for borrowed money (including, all obligations for principal, interest, and except with respect to the Assumed Company Debt all premiums, penalties, fees, make-whole payments, expenses and breakage costs), (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness pursuant to a guarantee to a creditor of another Person for borrowed money to the extent of such guarantee, (iv) any obligations under capital leases, (v) any borrowing of money secured by a Lien on the Company’s or any of its Subsidiaries’ assets, (vi) all obligations under any derivative financial instruments, including any interest rate or currency swap transactions (valued at the transaction value thereof), (vii) all obligations with respect to deferred or contingent consideration related to any acquisition of any Person or any business division or material assets of any Person and including any “earn-out” payments or similar obligations and any payments with respect to non-compete or other similar post-closing covenants or agreements, (viii) all overdrafts of any cash accounts, and (ix) all obligations of the type referred to in clauses (i) through (viii) for the payment of which the Company or any of its Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations. For purposes of greater clarity, Company Debt shall include all amounts owed by the Company or its Subsidiaries pursuant to the Credit Agreement and the Term Loan Agreement and shall exclude any outstanding undrawn letter of credit obligation of the Company existing under the Company Debt or any minority equity interest in any of the Company’s Subsidiaries.

     “Company Documents” has the meaning set forth in Section 4.2.

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     “Company Employee Plans” has the meaning set forth in Section 4.17(a)(iii).

     “Company Financial Statements” has the meaning set forth in Section 4.7(a).

     “Company Intellectual Property” means all Intellectual Property owned, used or held for use by any the Company or any of its Subsidiaries.

     “Company Option Plan” means the 2004 Stock Option and Grant Plan of the Company.

     “Company Software” has the meaning set forth in Section 4.24(f).

     “Company Technology” means all Technology owned, used or held for use by the Company or any of its Subsidiaries.

     “Company Written Consent” has the meaning set forth in Section 6.19(a).

     “Confidentiality Agreement” has the meaning set forth in Section 6.12.

     “Contract” or “Contracts” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, sublease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

     “Copyrights” has the meaning set forth in this Section 10.17 in the definition of Intellectual Property.

     “Counsel” has the meaning set forth in Section 6.14.

     “Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of July 28, 2006, by and among Triumph Healthcare Second Holdings, LLC (as Borrower), Triumph Healthcare Third Holdings, LLC (as Holdings), the initial lenders named therein (as Initial Lenders), BNP Paribas (as Administrative Agent, Joint Lead Arranger and Joint Book Runner), Bear, Stearns & Co. Inc. (as Joint Lead Arranger and Joint Book Runner) and CIBC, Inc. (as Documentation Agent), as amended.

     “Current Assets” means the consolidated book value of the Company and its Subsidiaries’ current assets as of 11:59 p.m. (Dallas time) on the Closing Date and as determined in accordance with the Accounting Principles; provided, however, that Current Assets shall specifically exclude (i) deferred Tax assets, (ii) amounts due from or prepaid expenses with respect to any stockholder or any of its Affiliates (other than the Company and its Subsidiaries) or any Related Persons, and (iii) the amount of the patient credit balance account in excess of $8,400,000. For purposes of clarity, the patient credit balance account shall be shown as a separate line item in any calculation of Net Working Capital required hereunder. Notwithstanding the foregoing, the calculation of Current Assets shall be made without giving effect to any of the transactions contemplated by this Agreement, and the calculation of any Tax asset included in Current Assets for the period (or periods) beginning January 1, 2009 and ending on the Closing Date shall be made based upon the actual tax refunds the Company would be entitled to receive as of the Closing Date (taking into account any estimated tax payments

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previously made with respect to such period (or periods) and without taking into account any tax benefits resulting from the Specified Deductions).

     “Current Liabilities” means the consolidated book value of the Company and its Subsidiaries’ current liabilities as of 11:59 p.m. (Dallas time) on the Closing Date and as determined in accordance with the Accounting Principles; provided, however, that Current Liabilities shall specifically exclude (i) Selling Expenses, (ii) Company Debt, (iii) deferred Tax liabilities, (iv) any fees, costs or expenses of the Company arising out of, or related to, the Financing, (v) liabilities, costs and expenses in respect of the Houston Heights Renovation, Our Lady of Peace Renovation, the Lima Renovation and the St. Agnes Renovation and (vi) the amount of accounts payable in excess of $14,000,000. Notwithstanding the foregoing, the calculation of Current Liabilities shall be made without giving effect to any of the transactions contemplated by this Agreement, and the calculation of any Taxes in Current Liabilities shall be based upon the actual Taxes the Company would be liable for as of the Closing Date (taking into account any estimated tax payments previously made with respect to such Taxes and without taking into account the Specified Deductions).

     “Debt Commitment Letter” has the meaning set forth in Section 5.4.

     “Debt Financing” has the meaning set forth in Section 5.4.

     “Deductible” has the meaning set forth in Section 8.5(a).

     “Detroit OIG Investigation” means the investigation and response to a subpoena and certain requests made by the Eastern District of Michigan U.S. Attorney’s office regarding two qui tam suits.

     “DGCL” has the meaning set forth in Section 1.1.

     “Disputed Items Notice” has the meaning set forth in Section 2.8(c).

     “D&O Indemnified Party(ies)” has the meaning set forth in Section 6.15(a).

     “D&O Policy” has the meaning set forth in Section 6.15(b).

     “Domain Names” has the meaning set forth in this Section 10.17 in the definition of Intellectual Property.

     “Effective Time” has the meaning set forth in Section 1.2.

     “Environmental Law(s)” means any applicable Law or other legal requirement relating to pollution or the protection of natural resources, the environment, public and employee health and safety or the Release or exposure to Hazardous Materials as such Laws have been and may be amended or supplemented through the Closing Date.

     “Escrow Accounts” has the meaning set forth in Section 2.10.

     “Escrow Agent” means JP Morgan Chase Bank, N.A.

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     “Escrow Agreement” has the meaning set forth in Section 2.10.

     “Escrow Amounts” means the Working Capital Escrow Amount and the Indemnity Escrow Amount.

     “Escrow Period” has the meaning set forth in Section 8.1(b).

     “ERISA” has the meaning set forth in Section 4.17(a)(i).

     “Estimated Adjustment Items” has the meaning set forth in Section 2.8(a).

     “Estimated Net Working Capital” has the meaning set forth in Section 2.8(a).

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Face Amount” has the meaning set forth in Section 2.1(b).

     “Facilities Renovations” means the St. Agnes Renovation and the Houston Heights Renovation.

     “Facilities Renovation Balance” means (subject to the following sentence) an amount equal to the sum of (i) the St. Agnes Renovation Balance and (ii) the Houston Heights Renovation Balance. Notwithstanding the foregoing, if the amount of the Facilities Renovation Balance as calculated above exceeds $10,600,000, the amount shall be reduced to $10,600,000.

     “Final Adjustment Items” means Selling Expenses and the Facilities Renovation Balance as each are finally determined pursuant to Section 2.8.

     “Final Net Working Capital” means Net Working Capital as finally determined pursuant to Section 2.8

     “Financing” has the meaning set forth in Section 6.5(d).

     “FTC” has the meaning set forth in Section 6.3(b).

     “Fully Diluted Per Share Merger Consideration” has the meaning set forth in Section 2.2(a).

     “GAAP” means United States generally accepted accounting principles as in effect (i) with respect to financial information for periods on or after the Closing Date, as of the date of this Agreement, and (ii) with respect to financial information for periods prior to the Closing Date, as of such applicable time.

     “General Enforceability Exceptions” has the meaning set forth in Section 4.2.

     “Governmental Entity” means any government, governmental, regulatory or administrative agency, department, Medicare administrative contractor, bureau, office, commission, authority or instrumentality, including the SEC and any self-regulatory authority (including the NYSE), or court of competent jurisdiction, whether international, foreign, provincial, domestic, federal, state or local.

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     “Governmental Programs” shall mean ‘federal health care programs’ as defined in 42 U.S.C. § 1320a-7b(f).

     “Hazardous Material(s)” means any substance, material or waste which is regulated, classified or otherwise characterized as hazardous, toxic, pollutant, contaminant or words of similar meaning or regulatory effect by any Governmental Entity or the United States, and includes, petroleum, petroleum by-products and wastes, asbestos, mold, radioactive materials and polychlorinated biphenyls.

     “Healthcare Laws” means all applicable Laws, Governmental Program conditions of participation, other legal requirements imposed by any Governmental Entity, and any judgment, decree, order, writ or injunction of any Governmental Entity, including to the extent applicable: (i) Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), or other federal and state health care programs; (ii) the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), (iii) the False Claims Act (31 U.S.C. §§ 3729 et seq.), (iv) the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), (vi) the civil False Claims Act (31 U.S.C. § 3729 et seq.), (v) the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), (vi) the exclusion laws (42 U.S.C. § 1320a-7), (vii) the civil monetary penalty laws (42 U.S.C. § 1320a-7a), (viii) the Stark Laws (42 U.S.C. § 1395nn), (ix) the Prescription Drug Marketing Act, (x) the Federal Controlled Substances Act of 1970, (xi) the Food, Drug and Cosmetic Act, (xii) any state Pharmacy Practice Acts, (xiii) the U.S. Department of Health and Human Services, the U.S. Food and Drug Administration, the state departments of health, and the state boards of pharmacy, and (xiv) any other Law which regulates kickbacks, patient or program charges, recordkeeping, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, licensure, accreditation, or any other aspect of providing health care.

     “Healthcare Permits” has the meaning set forth in Section 4.25(l).

     “Holdings” has the meaning set forth in the Recitals hereto.

     “Houston Heights Renovation” means the asset purchases, renovations and expansions in respect of that certain long term acute care hospital located at 1800 West 26^th Street, Houston, TX 77008.

     “Houston Heights Renovation Balance” means an amount equal to $4,000,000 less the amount of all out-of-pocket costs and expenses incurred by the Company on the Houston Heights Renovation prior to Closing (such amount to be determined in accordance with Section 6.17); provided, however, that if the amount of such out-of-pocket costs and expenses is greater than $4,000,000, the Houston Heights Renovation Balance shall be zero.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

     “Indemnity Escrow Account” has the meaning set forth in Section 2.10.

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     “Indemnity Escrow Amount” means $22,500,000.

     “Indebtedness” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business (other than the current liability portion of any indebtedness for borrowed money)); (iii) all obligations of such Person under leases or licenses required to be capitalized in accordance with the Accounting Principles; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) the liquidation value, accrued and unpaid dividends, prepayment or redemption premiums and penalties (if any), unpaid fees or expenses and other monetary obligations in respect of any redeemable preferred stock of such Person; (vii) all obligations of the type referred to in clauses (i) through (vi) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (viii) all obligations of the type referred to in clauses (i) through (vii) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person). For purposes of greater clarity, Indebtedness shall not include any minority equity interest in any of the Company’s Subsidiaries.

     “Indemnifying Party” has the meaning set forth in Section 8.6(c).

     “Intellectual Property” means all intellectual property rights and related priority rights throughout the world, whether protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, including: (i) all trade secrets and all intellectual property rights in or to proprietary information, know-how, show-how or Technology (“Trade Secrets”); (ii) all trade names, trademarks, service marks, trade dress, logos and other source or business identifiers (whether registered or unregistered), together with the goodwill associated with any of the foregoing, and all registrations, applications for registration, renewals and extensions for any of the foregoing (“Marks”); (ii) all copyrights (whether registered or unregistered) and moral rights, and all registrations, applications for registration, renewals, extensions and reversions of any of the foregoing (“Copyrights”); (iv) all intellectual property rights in or to Software, databases and data collections; (v) all domain names, together with the goodwill associated therewith, and all registrations, applications for registration, renewals and extensions for any of the foregoing (“Domain Names”); and (vi) all patents, patent applications and invention disclosures, including all continuations, continuations-in-part, divisionals and provisionals and all patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the foregoing (“Patents”).

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     “Intellectual Property License” or “Intellectual Property Licenses” means (a) any grant by the Company or any Subsidiary to another Person of any right, permission, consent or non-assertion relating to or under any Intellectual Property or Technology and (b) any grant by another Person to the Company or any Subsidiary of any right, permission, consent or non-assertion relating to or under any Intellectual Property or Technology owned by a third Person.

     “Interim Financial Statements” has the meaning set forth in Section 4.7(a).

     “IRS” means Internal Revenue Service.

     “IT Systems” means all communications systems, computer systems, servers, network equipment and other hardware owned, licensed or leased by the Company or any of its Subsidiaries.

     “Knowledge” or similar word and phrases such as “to the Company’s Knowledge”, means as to Charles Allen, Lawrence Humphrey, Brock Hardaway, Lance Carlson, James Hermes, Wendy Grono, and Ginger Landford-Wollard, their actual knowledge after reasonable inquiry of the Company’s executive officers and all other senior employees having responsibility relating to the applicable matter.

     “Law” or “Laws” means any domestic or foreign law (including Healthcare Laws), order, writ, injunction, decree, ordinance, award, stipulation, statute, code, judicial or administrative doctrine, rule or regulation entered by a Governmental Entity.

     “Legal Proceeding” means any judicial, administrative or arbitral actions, suits, mediations, hearings, investigations, inquiries, proceedings, audits, surveys, or claims (including counterclaims) by or before a Governmental Entity or any managed care company or other third party payor.

     “Letter of Transmittal” has the meaning set forth in Section 2.6(a).

     “Liens” mean any liens, pledges, mortgages, deeds of trust, charge, option, rights of first refusal, easements, servitudes, proxies, voting trusts or other agreements, restrictions, security interests, claims, rights of another or encumbrances.

     “Lima Renovation” means the asset purchases, renovations and expansions in respect of that certain long term acute care hospital located at 730 West Market Street, Lima, OH 45801.

     “Loss” means (i) with respect to third-party claims, any and all out-of-pocket losses, liabilities, claims, damages (including special, incidental and consequential damages awarded to such third-party in connection with a claim brought by such third-party), awards, assessments, judgments, fines, penalties, settlements, Taxes, costs, fees, expenses (including costs of investigation and reasonable and actually incurred defense and attorneys’ and other professionals’ fees) and disbursements; and (ii) with respect to claims which are not third-party claims, any and all out-of-pocket losses, liabilities, claims, damages (including damages which were reasonably foreseeable as of the date of this Agreement) as a result of or in connection with the applicable facts, events, Contracts, conditions, actions or inactions, as of such time, causing or relating to such damages, awards, assessments, judgments, fines, penalties, settlements, taxes,

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costs, fees, expenses (including costs of investigation and reasonable and actually incurred defense and attorneys’ and other professionals’ fees) and disbursements. Notwithstanding the foregoing, the definition of Loss excludes any punitive or exemplary damages except to the extent awarded to a third-party in connection with a claim brought by such third-party.

     “Loss Tax Benefit” has the meaning set forth in Section 8.7.

     “Marks” has the meaning set forth in this Section 10.17 in the definition of Intellectual Property.

     “Material Adverse Effect” means a material adverse effect (i) on the business, assets, condition (financial or otherwise), or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) on the ability of the Company or any Subsidiary to perform on a timely basis any material obligation under this Agreement or to consummate the transactions contemplated hereby; provided, however, that, with respect to the Company, none of the following constitute, or will be considered in determining whether there has occurred, a Material Adverse Effect: (A) changes that are the result of factors generally affecting the industries or markets in which the Company or any of its Subsidiaries operate (other than those that have had a materially disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole); (B) any adverse change, effect or circumstance arising out of or resulting from actions contemplated by the parties in connection with this Agreement or the pendency or announcement of the transactions contemplated by this Agreement, including actions of competitors or any delays or cancellations for services or losses of employees, physicians, customers or referral sources; (C) changes in laws, rules or regulations or GAAP or the interpretation thereof; (D) any action taken at the written request of Parent or Merger Sub; (E) any legal or investment banking fees or expenses, or severance, bonus, benefit or other change in control payments under specified executive benefits or employment agreement of the Company, incurred or made in connection with the transactions contemplated by this Agreement; (F) any failure of the Company to meet any projection or forecast prior to the Closing (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred) and (G) changes that are the result of economic factors affecting the national, regional or world economy or acts of war or terrorism (other than those that have had a materially disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole).

     “Material Contract” has the meaning set forth in Section 4.12.

     “Medicare Liabilities” means any amounts owed by the Company or its Subsidiaries to any Governmental Program or any managed care company or other third party payor after the Closing Date as a result of (i) any net audit adjustments, disallowances, recoupment or fraud in respect of Company Cost Reports relating to pre-Closing periods, including the reasonable and documented out-of-pocket costs and expenses incurred by Company and its Subsidiaries in connection with the resolution of such liabilities, and (ii) any other settlements, retroactive adjustments, recoupments or other offsets relating to pre-Closing periods, including any adjustments or reductions in reimbursement resulting from a determination that any of the

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hospitals operated by Company or its Subsidiaries do not satisfy the eligibility criteria for long term care hospitals excluded from the acute care hospital inpatient prospective payment system.

     “Merger” has the meaning set forth in the Recitals.

     “Merger Sub” has the meaning set forth in the Preamble.

     “Near Relatives” has the meaning set forth in Section 4.26.

     “Net Adjustment Amount” has the meaning set forth in Section 2.9(c).

     “Net Working Capital” means Current Assets minus Current Liabilities. For purposes of illustration, a calculation of Net Working Capital as of September 30, 2009 is set forth on Schedule 10.17(b).

     “Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.9(d).

     “Notice” has the meaning set forth in Section 8.6(b)(i).

     “Offering” has the meaning set forth in Section 6.5(c).

     “Open Source Software” has the meaning set forth in Section 4.24(f).

     “Option” means any outstanding option to acquire shares of Common Stock, including any option granted pursuant to the Company Option Plan that is outstanding immediately prior to the Effective Time.

     “Option Payment” has the meaning set forth in Section 2.2(d).

     “Option Surrender Agreement” means an agreement or certificate duly executed by an Optionholder acknowledging cancellation of all Options held by such Optionholder, in the form attached hereto as Exhibit H.

     “Optionholder” means any Person holding or entitled to rights under any Option immediately prior to the Effective Time.

     “Order” means any order, judgment, ruling, injunction, assessment, award, decree, writ, or temporary restraining order enacted, issued, promulgated, enforced or entered by any Governmental Entity.

     “Order of Priority” means (i) with respect to cash and/or Backstop Securities in the Indemnity Escrow Account on account of the Backstop Investors, first, the release of a number shares of Series B Preferred Stock having an aggregate Face Amount and accumulated but unpaid dividends thereon equal to the amount required to be released, second, and only to the extent of any shortfall, a number of shares of Series A Preferred Stock having an aggregate Face Amount and accumulated but unpaid dividends thereon equal to the remaining amount required to be released and third, cash in the remaining amount required to be released and (ii) with

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respect cash in the Indemnity Escrow Account on account of all other Securityholders, the release of cash in the amount required to be released.

     “Our Lady of Peace Renovation” means the asset purchases, renovations and expansions in respect of that certain long term acute care hospital located at 801 East LaSalle Avenue, South Bend, IN 46617.

     “Owned Properties” has the meaning set forth in Section 4.10(a).

     “Parent” has the meaning set forth in the Preamble.

     “Parent Acquisition Transaction” has the meaning set forth in Section 6.20(a)(iii).

     “Parent Available Cash” shall mean, without duplication, (i) cash on hand of Parent at the Closing (provided that Parent shall not be required to (but may in its sole discretion) use more than $10,000,000 of such cash on hand), plus (ii) the proceeds to Parent from the Debt Financing, including borrowings to be made under the revolving credit facility thereunder at Closing (provided that Parent shall not be required to (but may in its sole discretion) incur more than $14,000,000 in borrowings under such revolving credit facility), plus (iii) the net proceeds, if any, to Parent from the Offering, minus (iv) amounts necessary to refinance Parent’s existing credit facility at the Closing, which amounts will be deemed for the purposes hereof to equal $25,000,000, minus (iv) fees and expenses of Parent in connection with the Transaction (including the Debt Financing and Offering), which fees and expenses will be deemed for the purposes hereof to equal (A) $42,400,000 less (B) the amount, if any, of underwriting discounts and commissions that are not paid by the Company in the event the Company is unable to raise the full amount of gross proceeds in connection with the Offering. A calculation of Parent Available Cash, assuming no proceeds are raised in connection with the Offering, is set forth on Schedule 10.17(c).

     “Parent Cash Shortfall” has the meaning set forth in Section 2.1(b).

     “Parent Claim” has the meaning set forth in Section 8.6(b)(i).

     “Parent Claim Notice” has the meaning set forth in Section 8.6(b)(i).

     “Parent Claim Response” has the meaning set forth in Section 8.6(b)(i).

     “Parent Claim Response Period” has the meaning set forth in Section 8.6(b)(i).

     “Parent Common Escrow Shares” has the meaning set forth in Section 2.10(b).

     “Parent Documents” has the meaning set forth in Section 5.2.

     “Parent Indemnitees” has the meaning set forth in Section 8.3(a).

     “Parent Written Consents” has the meaning set forth in Section 6.19(b).

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     “Patents” has the meaning set forth in this Section 10.17 in the definition of Intellectual Property.

     “Payoff Letters” means the executed payoff or similar letters provided to the Company or any of its Subsidiaries by the lenders or other parties listed on Schedule 10.17(d) under the heading “Payoff Letters” relating to the repayment in full of all Company Debt to be repaid at Closing (including Company Debt under the Credit Agreement and the Term Loan Agreement and excluding the Assumed Company Debt) and the discharge, removal and termination of any and all Liens relating thereto, in form and substance reasonably satisfactory to Parent, which shall be effective as of the Closing Date, subject only to the receipt by the applicable lenders or other parties of the amounts specified therein.

     “Permit” means permit, license, exemption, consent, authorization, certificate, certificate of need or other approval from a Governmental Entity.

     “Permitted Liens” means (i) any Liens for Taxes that arise as a matter of law and that are not yet due and payable and (ii) any mechanic’s, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s or other similar Liens or purchase money Liens that have arisen or been incurred in the ordinary course of the Company’s or its Subsidiaries’ business and (iii) any other Liens arising with respect to the Real Property, as long as such Liens are not violated by the existing improvements and use of the applicable Real Property as improved, used and operated as of the date hereof or would not otherwise materially detract from the value of the applicable Real Property.

     “Person” means any individual or corporation, limited liability company, partnership, association, joint stock company, trust, unincorporated organization, Governmental Entity or other entity.

     “Pre-Closing Tax Period” means any taxable year or period that ends on or before the Closing Date and, with respect to Straddle Period, the portion of such Straddle Period ending on and including the Closing Date.

     “Pro Rata Percentage” means the fully-diluted ownership percentage as set forth on Schedule 10.17(e).

     “Prospectus Supplement” has the meaning set forth in Section 6.5(c).

     “Real Property” has the meaning set forth in Section 4.10(a).

     “Real Property Leases” has the meaning set forth in Section 4.10(a).

     “Registered Intellectual Property” means all issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights and Domain Name registrations.

     “Registration Statement” has the meaning set forth in Section 6.5(b).

     “RehabCare East” has the meaning set forth in the Preamble.

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     “Related Party” has the meaning set forth in Section 4.26.

     “Release” means any release, spill, effluent, emission, leaking, pouring, emptying, escaping, dumping, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration into the indoor or outdoor environment, or into or out of any property owned, operated, or leased by the applicable party or its Subsidiaries.

     “Remedial Action” means all actions, including, any capital expenditures, required by a Governmental Entity or required under or taken pursuant to any Environmental Law, or voluntarily undertaken to (i) clean up, remove, treat, or in any other way, ameliorate or address any Hazardous Materials or other substance in the indoor or outdoor environment; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not endanger or threaten to endanger the public health or welfare of the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care pertaining or relating to a Release; or (iv) bring the applicable party into compliance with any Environmental Law.

     “Representative Expense Fund Amount” shall equal $250,000.

     “Representative Expense Fund” has the meaning set forth in Section 10.1(c).

     “Representatives” has the meaning set forth in Section 6.4(a).

     “Restricted Stock” has the meaning set forth in Section 2.2(b).

     “Restricted Stockholders” means the holders of any Restricted Stock.

     “Rights” means, with respect to any Person, all options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, other Contracts or commitments that could require such Person to issue, sell, or otherwise cause to become outstanding any of its capital stock or other equity securities, stock appreciation rights, phantom stock rights, profit participation rights, or similar rights (excluding any Employee Plan).

     “SAS” has the meaning set forth in Section 6.5(b).

     “SEC” has the meaning set forth in Section 6.5(b).

     “SEC Reports” has the meaning set forth in Section 5.9.

     “Section 262” has the meaning set forth in Section 2.5.

     “Section 280G” has the meaning set forth in Section 6.13.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Securityholder Representative” has the meaning set forth in Section 10.1(b).

     “Securityholders” means the holders of Common Stock, Restricted Stock, Options and/or Warrants of the Company.

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     “Seller Claim” has the meaning set forth in Section 8.6(a).

     “Seller Claim Notice” has the meaning set forth in Section 8.6(a).

     “Seller Claim Response” has the meaning set forth in Section 8.6(a).

     “Seller Claim Response Period” has the meaning set forth in Section 8.6(a).

     “Seller Indemnitees” has the meaning set forth in Section 8.2.

     “Selling Expenses” means all fees, costs, expenses and liabilities of any Person incurred by or on behalf of, or to be paid by, the Company or any of its Subsidiaries (to the extent unpaid as of immediately prior to the Closing), in connection with the negotiation, documentation and consummation of the transactions contemplated by this Agreement, including, (i) all consulting fees and expenses, (ii) all legal, accounting and investment banking fees and expenses, (iii) all sale, “stay-around”, retention, change of control or similar bonuses, payments or benefits, including all related Taxes (other than the employer portion of any payroll Taxes incurred by the Company or the Surviving Corporation and its Subsidiaries in connection with the payment of the Option Payments to the Optionholders), payable to current or former employees, directors or consultants of the Company or any of its Subsidiaries as a result of the consummation of the transactions contemplated hereby, (iv) all severance or similar payments arising out of the termination of the Terminated Employees, (v) one-half (50%) of any Transfer Taxes, (vi) the costs and fees associated with the Company’s purchase of the D&O Policy if not previously paid, and (vii) any unpaid costs and expenses described in Section 6.17(b). Selling Expenses shall not include any costs or expenses of the Company required to be borne by Parent and Merger Sub pursuant to Section 6.5(d).

     “Series A Preferred Stock” means the shares of Series A Convertible Redeemable Preferred Stock, par value $0.10 per share, issued by Parent pursuant to the Backstop Securities Agreement.

     “Series A Issuance Cap” means a number of shares of Series A Preferred Stock equal to 19.99% of the shares of Parent’s common stock, par value $0.01 per share issued and outstanding on the Closing Date.

     “Series B Preferred Stock” means the shares of Series B Non-Voting Redeemable Preferred Stock, par value $0.10 per share, issued by Parent pursuant to the Backstop Securities Agreement

     “Share” has the meaning set forth in Section 2.2(a).

     “Software” means all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (iv) documentation, including user manuals and other training documentation, related to any of the foregoing.

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     “Specified Deductions” means the sum of all Selling Expenses, Option Payments, Warrant Payments, and payments on the vesting of Restricted Stock.

     “St. Agnes Renovation” means the asset purchases, renovations and expansions in respect of that certain long term acute care hospital located at 1930 South Broad Street, Philadelphia, PA 19145.

     “St. Agnes Renovation Balance” means an amount equal to $6,600,000 less the amount of all out-of-pocket costs and expenses incurred by the Company on the St. Agnes Renovation prior to Closing (such amount to be determined in accordance with Section 6.17); provided, however, that if the amount of such out-of-pocket costs and expenses is greater than $6,600,000, the St. Agnes Renovation Balance shall be zero.

     “Straddle Period” has the meaning set forth in Section 6.18(b).

     “Subsidiary” or “Subsidiaries” means (i) any corporation, limited liability company, partnership, association, trust or other entity, including a representative office, registered office or branch office, the accounts of which would be consolidated with those of such party in such party’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, trust or other entity, including a representative office, registered office or branch office, of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party and (ii) when used with respect to the Company, include each of the entities listed on Schedule 4.4(a).

     “Surviving Corporation” has the meaning set forth in Section 1.1.

     “Tail Policy Fees” has the meaning set forth in Section 6.16(a).

     “Tangible Personal Property” has the meaning set forth in Section 4.11.

     “Target Net Working Capital” means $24,100,000.

     “Tax” or “Taxes” means all federal, state, local or foreign taxes, charges, fees, duties, levies, imposts and other governmental fees or other like assessments or charges of any kind whatsoever, including, but not limited to all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property, and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed thereon, and any liability for any such item imposed or payable by reason of contract, assumption, successor or transferee liability, operation of law, Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law) or otherwise.

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     “Tax Comments” has the meaning set forth in Section 6.18(a).

     “Tax Contest” has the meaning set forth in Section 6.19(f).

     “Tax Return” or “Tax Returns” means any report, return, document, declaration, election, statement or any other information or filing supplied or required to be supplied to any Taxing Authority or jurisdiction (domestic or foreign) in respect of any Tax (including any attachments thereto, and any amendment thereof), including, but not limited to information returns, claim for refund, any document in respect of or accompanying payments or estimated Taxes, or in respect of or accompanying requests for the extension of time in which to file any such report, return document, declaration, or other information.

     “Taxing Authority” means any Governmental Entity responsible for the administration or imposition of any Tax.

     “Technology” means all Software, works of authorship, compositions, content, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, recordings, graphs, drawings, reports, analyses and other similar writings and materials.

     “Termination Agreement” has the meaning set forth in Section 6.9.

     “Term Loan Agreement” means that certain Amended and Restated Term Loan Agreement, dated as of July 28, 2006, by and among Triumph Healthcare Second Holdings, LLC (as Borrower), Triumph Healthcare Third Holdings, LLC (as Holdings), the initial lenders named therein (as Initial Lenders), BNP Paribas (as Administrative Agent, Joint Lead Arranger and Joint Book Runner), and Bear, Stearns & Co. Inc. (as Joint Lead Arranger and Joint Book Runner), as amended.

     “Terminated Employees” has the meaning set forth in Section 6.7.

     “Termination Amount” has the meaning set forth in Section 9.3(b).

     “Termination Date” has the meaning set forth in Section 9.1(a).

     “Trade Secrets” has the meaning set forth in this Section 10.17 in the definition of Intellectual Property.

     “Transfer Taxes” has the meaning set forth in Section 10.2.

     “Waived 280G Benefits” has the meaning set forth in Section 6.13.

     “Warrant” means any Contract entitling or granting any Person to purchase or otherwise acquire shares of Common Stock.

     “Warrant Payment” has the meaning set forth in Section 2.2(c).

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     “Warrant Surrender Agreement” means an agreement or certificate duly executed by a Warrantholder acknowledging cancellation of all Warrants held by such Warrantholder, in the form attached hereto as Exhibit I.

     “Warrantholder” means any Person holding or entitled to rights under any Warrant immediately prior to the Effective Time.

     “Working Capital Escrow Account” has the meaning set forth in Section 2.10.

     “Working Capital Escrow Amount” means $2,500,000.

[Remainder of Page Intentionally Left Blank]

93

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year set forth above.

PARENT
REHABCARE GROUP, INC.
By:	/s/ Patricia S. Williams
Its:	Senior Vice President, General Counsel and Secretary
REHABCARE EAST
REHABCARE GROUP EAST, INC.
By:	/s/ Patricia S. Williams
Its:	Senior Vice President, General Counsel and Secretary
HOLDINGS
REHABCARE HOLDINGS, LLC
By:	/s/ Patricia S. Williams
Its:	Senior Vice President, General Counsel and Secretary
MERGER SUB
REHABCARE MERGER SUB CORPORATION
By:	/s/ Patricia S. Williams
Its:	Senior Vice President, General Counsel and Secretary

Signature Page to Agreement and Plan of Merger

COMPANY
TRIUMPH HEALTHCARE HOLDINGS, INC.
By:	/s/ Charles Allen
Its:	Chief Executive Officer
SECURITYHOLDER REPRESENTATIVE
TA ASSOCIATES, INC.
By:	/s/ Michael S. Berk
Its:	Managing Director

Signature Page to Agreement and Plan of Merger

Exhibit A

Backstop Securities Agreement

(Intentionally omitted. See Exhibit 99.10)

Exhibit B

Backstop Registration Rights Agreement

(Intentionally omitted. See Exhibit 99.11)

Exhibit C

Form of Certificate of Incorporation

(Intentionally omitted. See Exhibit 99.3)

Exhibit D

Form of Letter of Transmittal

(Intentionally omitted. See Exhibit 99.4)

Exhibit E

Form of Escrow Agreement

(Intentionally omitted. See Exhibit 99.5)

Exhibit F

Form of Opinion

(Intentionally omitted. See Exhibit 99.6)

Exhibit G

Form of Letter of Resignation

(Intentionally omitted. See Exhibit 99.7)

Exhibit H

Form of Option Surrender Agreement

(Intentionally omitted. See Exhibit 99.8)

Exhibit I

Form of Warrant Surrender Agreement

(Intentionally omitted. See Exhibit 99.9)

EX-99.3

EXHIBIT 99.3

CERTIFICATE OF INCORPORATION

OF

REHABCARE MERGER SUB CORPORATION

     THE UNDERSIGNED, being a natural person, hereby certifies, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), that:

     FIRST: The name of the Corporation is RehabCare Merger Sub Corporation.

     SECOND: The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, City of Dover, County of Kent, Delaware, Delaware. The name of the registered agent of the Corporation in the State of Delaware at such address is National Registered Agents, Inc.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

     FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares, all of which shall be designated “Common Stock”, having a par value of $0.01 per share. Except as otherwise provided by law, the shares of stock of the Corporation may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

     FIFTH: The name and mailing address of the incorporator is Kevin T. Crews, Esq., Weil, Gotshal & Manges, LLC, 200 Crescent Court, Suite 300, Dallas, TX, 75201.

     SIXTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, Bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation, but any Bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

     SEVENTH: (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of the

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DGCL or any amendment thereto or successor provision thereto, (iv) for any transaction from which the director shall have derived an improper personal benefit; or (v) to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation of the Corporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Seventh, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

     (b) The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt Bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this ___day of October, 2009.

Kevin T. Crews 

Sole Incorporator 

3

EX-99.4

EXHIBIT 99.4

LETTER OF TRANSMITTAL

THIS LETTER OF TRANSMITTAL SHOULD BE COMPLETED, EXECUTED AND DELIVERED TO REHABCARE GROUP, INC. (THE “PARENT”), AT THE ADDRESS STATED BELOW, TOGETHER WITH YOUR CERTIFICATE(S) FORMERLY REPRESENTING SHARES OF STOCK OF TRIUMPH HEALTHCARE HOLDINGS, INC. (THE “COMPANY”). PLEASE REVIEW THE INSTRUCTIONS THAT ACCOMPANY THIS LETTER OF TRANSMITTAL.

To:	RehabCare Group, Inc.
	7733 Forsyth Avenue
	Suite 2300
	Clayton, Missouri 63105
	Facsimile: (866) 812-2573
	Attention: Patricia S. Williams, Esq.
With a Copy To:	Weil Gotshal & Manges LLP
	200 Crescent Court, Suite 300
	Dallas, TX 75201-6950
	Facsimile: (214) 746-7777
	Attention: Jeffrey B. Hitt, Esq.

FOR ASSISTANCE CONTACT Patricia S. Williams, Esq. at (866) 812-2573.

Ladies and Gentlemen:

          Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Parent, RehabCare Group East, Inc., RehabCare Hospital Holdings, LLC, RehabCare Merger Sub Corporation and TA Associates, Inc. (as the Securityholder Representative), dated as of November 3, 2009, the Company’s Common Stockholders are entitled to receive their allocable portion of the Aggregate Merger Consideration. Capitalized terms not defined herein and defined in the Merger Agreement have the meaning given to such terms in the Merger Agreement.

          This Letter of Transmittal is being delivered by the undersigned Common Stockholder to Parent pursuant to Section 2.6 of the Merger Agreement. The undersigned Common Stockholder hereby surrenders to Parent the Certificate(s) described below representing all of the Common Stock owned by such Common Stockholder, each such Certificate to be exchanged for the right to receive the Common Stockholder’s allocable portion of the Aggregate Merger Consideration. The undersigned Common Stockholder agrees that once all payment(s) have been made to such Common Stockholder pursuant to the Merger Agreement (including without limitation, payments into the Escrow Accounts as defined in the Merger Agreement) and the Backstop Securities Agreement, if applicable, such payments shall, and do hereby, fully acquit, release and discharge the Parent and the Surviving Corporation from any and all payment obligations owing now or in the future to the undersigned in respect of any Common Stock held by the undersigned, including, without limitation, any and all rights to receive any dividends whether accrued or to be paid in the future with respect to such Common Stock.

          Except as provided below, the undersigned Common Stockholder, for itself and its successors and assigns, does hereby irrevocably release and discharge (a) each other Common Stockholder of the Company and (b) the Company and its subsidiaries ((a) and (b) together, the “Released Parties”), and the Released Parties’ respective successors, assigns, directors, officers, employees, subsidiaries, affiliates, stockholders, agents, attorneys and representatives, from all claims and liabilities arising out of, or in connection with, the undersigned Common Stockholder’s capacity as a Common Stockholder, including, without limitation, any such claims and liabilities related to the Merger, the Merger Agreement or any other transaction or transaction document contemplated thereby.

          Notwithstanding the foregoing, the provisions hereof shall not release or otherwise diminish the obligations of (a) Parent or the Company set forth in any provisions of the Merger Agreement or the exhibits thereto, (b) if the undersigned is an employee of the Company, the Company for the payment of accrued and unpaid wages (including unpaid vacation time), benefits and reimbursement of expenses in the ordinary course of business and payment of any future severance obligations, (c) if the undersigned is a party to the Company’s existing Stockholders Agreement dated as of October 20, 2004, the Company for its indemnity obligations under such Stockholders Agreement, except as otherwise provided in that certain Termination Agreement, by and among the Company and certain parties named therein, effective as of the Closing Date, or (d) if the undersigned is, or was ever, also a director or officer of the Company, the Company for its indemnification obligations under (i) any director or officer indemnification agreement between the Company and the undersigned, (ii) the Delaware General Corporation Law,

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(iii) the certificate of incorporation of the Company, and (iv) the Company’s bylaws, in each case to the undersigned in his or her capacity as a director or officer of the Company.

          The undersigned Common Stockholder further acknowledges and agrees that the Aggregate Merger Consideration will consist of cash and shares of Parent’s Series A and Series B Preferred Stock (“Backstop Securities”), as applicable. The undersigned Common Stockholder further acknowledges and agrees that from the proceeds distributable to all of the stockholders and other securityholders of the Company, (i) a total of $25,000,000 will be placed in Escrow Accounts at JP Morgan Chase Bank, N.A. to be available to pay, in whole or in part, certain post-closing purchase price adjustments, reimbursement obligations and indemnification obligations pursuant to the terms and conditions of the Merger Agreement, (ii) $250,000 will be placed in an account maintained by the Securityholder Representative, as a fund for the fees and expenses (including legal fees and expenses) of the Securityholder Representative incurred in connection with this Agreement, and (iii) the Parent will pay the amount, if any, that the Parent is required to deduct and withhold from the consideration under the provisions of applicable tax laws. Parent will not pay any interest in respect of the Aggregate Merger Consideration. More specifics regarding such matters as form of consideration and escrow and certain payoffs and payment of expenses that reduce the consideration to be received by the Common Stockholders can be found in the Merger Agreement.

          The Common Stockholder acknowledges that he, she or it will not be entitled to any consideration in the event that the Merger contemplated by the Merger Agreement is not consummated and that, in such event, the Certificate(s) enclosed herein shall be returned to the Common Stockholder.

          Submission of the Certificate(s) described below is subject in all respects to the terms, conditions and limitations set forth in the Merger Agreement and in the additional materials included herewith. All authority herein conferred or agreed to shall survive the death or incapacity of the Common Stockholder, and all obligations of the Common Stockholder hereunder shall be binding upon his or her heirs, personal representatives, successors and assigns.

     The undersigned Common Stockholder hereby (i) agrees to be bound by the appointment of TA Associates, Inc. as the Securityholder Representative pursuant to Section 10.1 of the Merger Agreement, and (ii) acknowledges that TA Associates, Inc. will act on such Common Stockholder’s behalf as the Securityholder Representative pursuant to the terms of the Merger Agreement and Escrow Agreement.

STOCKHOLDER REPRESENTATIONS

          1. Representations and Warranties of the Undersigned Common Stockholder. The undersigned Common Stockholder hereby represents and warrants that:

               (a) such Common Stockholder is the record and beneficial owner of the Common Stock evidenced by the Certificate(s) set forth herein, free and clear of any Liens;

               (b) the execution, delivery and performance of this Letter of Transmittal by such Common Stockholder has been duly and validly authorized by all necessary actions, corporate actions or limited partnership actions, as applicable, and this Letter of Transmittal constitutes the legal, valid and binding agreement of the undersigned, enforceable against the Common Stockholder in accordance with its terms, subject to the General Enforceability Exceptions; and

               (c) except for Common Stock evidenced by the Certificate(s) set forth herein or that may be evidenced by additional Letters of Transmittal submitted by such Common Stockholder, such Common Stockholder does not own any additional Shares of Common Stock and/or other shares of capital stock of the Company, and except for any Warrants evidenced by a Warrant Surrender Agreement and Options evidenced by an Option Surrender Agreement, such Common Stockholder does not have any right to acquire any additional Shares of Common Stock and/or other shares of capital stock of the Company.

PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS

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CERTIFICATE(S) SURRENDERED
(Attach List if Necessary)

		Number and
Name(s) and Address of Registered Holder(s)		Class of Shares
(Please fill in exactly as Name(s)	Certificate	Represented
appear(s) on Certificate(s))	Number(s)	by Certificate

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DELIVERY INSTRUCTIONS
(See Instructions 2 and 3)

          Please specify below the name and social security number or federal tax identification number of the record owner of the Shares of Common Stock surrendered hereby. Further, please specify (i) delivery method (i.e., check or wire transfer) and (ii) the name and address to which any Backstop Securities (if applicable) and your check (if applicable) should be issued and mailed.

          Please note that any checks and any Backstop Securities, if applicable, will only be issued in the name of the person or entity named as the record owner on each Certificate representing Common Stock surrendered hereby.

NAME OF RECORD OWNER:
	Name (Please Print)
	Social Security or Federal Tax ID Number
o PLEASE DELIVER MY CHECK AND ANY BACKSTOP SECURITIES (IF APPLICABLE) TO:
	Name (Please Print) and Address
o PLEASE WIRE TRANSFER MY FUNDS TO:
AND DELIVER ANY BACKSTOP SECURITIES (IF	Account No.
APPLICABLE) TO:
	Bank Name:
	ABA Routing #
	Name (Please Print) and Address

          The Common Stockholder agrees to, upon request, execute and deliver any additional documents deemed by the Parent to be necessary or desirable to complete the exchange of the Common Stock surrendered hereby.

          Please sign and date these delivery instructions below. Please note that signature(s) of registered holder(s) must be EXACTLY the same as the name(s) set forth as record owners on the Certificates surrendered hereby. If signed by an agent, see Instruction 2. THE PARENT WILL NOT PAY YOU FOR YOUR SHARES UNTIL THIS LETTER OF TRANSMITTAL AND THE CERTIFICATES REPRESENTING THE SHARES HAVE BEEN EXECUTED AND DELIVERED TO THE PARENT.

, 2009
	(Signature)
, 2009
	(Signature if held jointly)

4

TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(See Instruction 6 and instructions on pages 6 and 7)
PAYER’S NAME: JPMorgan Chase Bank, National Association, AS ESCROW AGENT

SUBSTITUTE Form W-9 Department of the Treasury, Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	Part 1 — Taxpayer Identification Number — Please provide your TIN in the box at the right and certify by signing and dating below. If awaiting TIN, write “Applied For.”	TIN:                                                                 Social Security Number                               OR       Employer Identification Number
	Part 2 — For Payees Exempt from Backup Withholding —
	Check the box if you are NOT subject to backup withholding: o
	Part 3 — Certification — Under penalties of perjury, I certify that:
	(1)  The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and
	(2)  I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3)  I am a U.S. citizen or other U.S. person (including a U.S. resident alien).
	Certification Instructions — You must cross out item 2 above if you have been notified by IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.
SIGNATURE                                                                                         DATE
NAME:
ADDRESS:
ENTITY TYPE: o Individual/ Sole Proprietor o Corporation o Partnership o Other (specify)

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER AGREEMENT. IN ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION FOR TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld until I provide a number. If I do not provide a TIN by the Closing Date, any amounts withheld will be sent to the IRS as backup withholding.
Signature	Date

5

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended.

	Give the		Give the EMPLOYER
	SOCIAL SECURITY		IDENTIFICATION
For this type of account	number of—	For this type of account	number of—
1.    Individual	The individual	1.    Sole proprietorship or disregarded single member LLC not owned by an individual	The owner
		2.    A valid trust, estate, or pension trust	The legal entity (4)
2.    Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	3.    Corporate or LLC electing corporate status on IRS Form 8832	The corporation
3.    Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	4.    Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
4. a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)	5.    Partnership or multi-member LLC	The partnership
b.  So-called trust account that is not a legal or valid trust under State law	The actual owner (1)	6.    A broker or registered nominee	The broker or nominee
5.    Sole proprietorship or disregarded single member limited liability company owned by an individual (“LLC”)	The owner (3)	7.    Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	If you are an individual, you must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card (for individuals), Form SS-4, Application for Employer Identification Number (for business and all other entities), or Form W-7, Application for IRS Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns) and apply for a number. You may obtain these forms at an office of the Social Security Administration or from the Internal Revenue Service or “IRS” (web site at www.irs.gov).

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

• An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

• The United States or any agency or instrumentality thereof.

• A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

• A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

• An international organization or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A financial institution.

• A corporation.

• A dealer in securities or commodities required to register in the Unites States, the District of Columbia, or a possession of the Unites States.

• A real estate investment trust.

• A common trust fund operated by a bank under section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A foreign central bank of issue.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A middleman known in the investment community as a nominee or custodian.

• A trust exempt from tax under section 664 or described in section 4947.

In general, payments that are not subject to information reporting are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

If you are a nonresident alien or a foreign entity not subject to backup withholding, please complete, sign and return an appropriate Form W-8 (which may be obtained from the Tender Agent or the IRS website at www.irs.gov) to establish your exemption from backup withholding.

Privacy Act Notice. Section 6109 requires you to give taxpayer identification numbers to payers who must file an information return with the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Statements with Respect to Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Number. If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE IRS.

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CERTIFICATE OF NON-FOREIGN STATUS
Individuals’ Certification
(to be completed and signed on behalf of each Common Stockholder that is an individual, See Instruction 6)

          Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required in connection with the transactions contemplated by the Merger Agreement, I,                                                                                 , hereby certify, under penalties of perjury, the following:

1.	I am not a nonresident alien for purposes of U.S. income taxation;
2.	My U.S. tax identification number (social security number) is ___-___-___; and

3.      My home address is

          I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

          Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete.

Date:
	Name:

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CERTIFICATE OF NON-FOREIGN STATUS
Entity Certification
(to be completed and signed on behalf of each Common Stockholder that is an entity, See Instruction 6)

          Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by                      (the “Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

          1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Treasury regulations promulgated thereunder);

          2. Transferor is not a disregarded entity as defined in Treasury Regulation Section 1.1445-2(b)(2)(iii);

          3. Transferor’s U.S. employer identification number is                                         ; and

          4. Transferor’s office address is                                         .

          Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

          Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Transferor.

	ENTITY NAME
Dated:	By:
		Name:
		Title:

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INSTRUCTIONS

          1. Completion and Delivery of Letter of Transmittal. The Letter of Transmittal must be properly completed and signed by the registered holder(s) of the Common Stock being surrendered herewith, and mailed or hand delivered with the Certificate(s) for such Shares (and any other documents required by Instruction 3) to the Parent at the address set forth in the Letter of Transmittal. The Parent may by subsequent notice change the designated recipient and address for any Letters of Transmittal not already sent to it. If additional space is needed for listing Certificates, attach a separate signed sheet. A return Federal Express envelope with prepaid label is enclosed for your convenience.

               THE METHOD OF DELIVERY OF THIS DOCUMENT AND ANY ENCLOSURES IS AT THE ELECTION AND RISK OF THE COMMON STOCKHOLDER. IF THIS DOCUMENT IS SENT BY MAIL, THE USE OF REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED BECAUSE THE RISK OF LOSS IN TRANSIT IS YOURS.

               All questions as to validity, form and eligibility of any surrender of any Certificate representing Shares of Common Stock hereunder will be determined by the Parent reasonably and in good faith and such determination shall be final and binding. The Parent reserves the right to waive any irregularities or defects in the surrender of any Certificate(s) representing Shares of Common Stock. A surrender will not be deemed to have been made until all irregularities have been cured or waived.

          2. Signing Letter of Transmittal. If this Letter of Transmittal is signed by the registered owner(s) of Common Stock surrendered hereby, the Common Stockholder’s name on the Letter of Transmittal must be signed in EXACTLY the same manner as the name appears on the Certificate(s) surrendered herewith. If the Shares of Common Stock are registered in the name of a trustee, executor, administrator, guardian or other person acting in a fiduciary or representative capacity, such person must indicate his or her capacity when signing. If Certificates are registered in different forms of a name (e.g., “John Doe” and “J. Doe”), the Common Stockholder should sign as many Letters of Transmittal as there are different registrations. If a Certificate is registered in the name of two or more Common Stockholders, each such holder must sign.

               If the Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, and such person is not the registered Common Stockholder, he or she must indicate the capacity when signing and must submit proper evidence of his or her authority to act.

          3. Deliveries of the Merger Consideration. Checks, if selected in lieu of wire transfers, and any Backstop Securities, if applicable, will be delivered to the name and address indicated in the Delivery Instructions set forth in the Letter of Transmittal. Wire transfers, if selected in lieu of checks, will be made to the account number indicated in the Delivery Instructions set forth in the Letter of Transmittal. In each case, such checks, wire transfers and Backstop Securities, if applicable, represent payment for the Shares of Common Stock surrendered hereby as provided for in the Merger Agreement.

          4. Timing. Each Common Stockholder is urged to submit this Letter of Transmittal to the Parent by delivery of same to the Parent at its address set forth above as soon as possible. No payments will be made to a Common Stockholder until all of the documents required by this Letter of Transmittal with respect to that Common Stockholder are received by the Parent. If you wish to receive payment at the earliest possible time (which should occur shortly following the Closing of the Merger, which such Closing is currently expected to be on or shortly after December ___, 2009), this Letter of Transmittal and all required documents should be in the Parent’s possession no later than December ___, 2009.

          5. Lost or Stolen Certificate. If your Certificate for Common Stock is lost or stolen, complete and execute this Letter of Transmittal and return it with a completed affidavit regarding the lost or stolen Certificate in the form attached to the Letter of Transmittal as Exhibit A. After you have completed all such documents to the Parent’s satisfaction, and delivered the same to the Parent, the Parent will make payment for Shares of Common Stock registered in the Company’s stock transfer records and represented by the lost Certificate.

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          6. Internal Revenue Service Circular 230 Notice. TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, COMMON STOCKHOLDERS ARE HEREBY NOTIFIED THAT ANY DISCUSSION OF TAX MATTERS SET FORTH IN THIS LETTER OF TRANSMITTAL WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY PERSON, FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER FEDERAL, STATE OR LOCAL TAX LAW. EACH COMMON STOCKHOLDER IS ENCOURAGED TO SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

               Backup Withholding. Under the federal income tax law, a person surrendering Certificate(s) must provide his or her correct taxpayer identification number (“TIN”) and certify that such TIN is correct on substitute Form W-9. If the correct TIN is not provided, a $50.00 penalty may be imposed by the Internal Revenue Service and any cash payments made may be subject to backup withholding of 28%. Withholding also is required in certain other circumstances—e.g., if the Internal Revenue Service notifies the recipient that he or she is subject to backup withholding as a result of a failure to report all interest and dividends. Backup withholding is not an additional tax; any amount so withheld may be credited against the Common Stockholder’s federal income tax liability. The TIN that must be provided is that of the registered Common Stockholder of the Certificate(s) or of the last transferee appearing on the transfers attached to or endorsed on the Certificate(s). The TIN for an individual is his or her social security number. If the person surrendering the Certificate(s) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, in Part 1 of the substitute Form W-9, write “Applied For.” If the box in Part 1 indicates “Applied For” and a TIN is not provided prior to any payment of cash, 28% federal tax will be withheld.

               Exempt persons are not subject to backup withholding and information reporting and should indicate their exempt status by checking the box in Part 2 of the substitute Form W-9. Exempt entities include corporations, organizations exempt from tax under section 501(a) of the Internal Revenue Code, individual retirement plans (IRA), financial institutions, dealers in commodities or securities required to register in the U.S., and entities required to register under the Investment Company Act of 1940. Foreign individuals, trusts, partnerships and corporations not engaged in a U.S. trade or business may qualify as exempt persons by submitting an appropriate IRS Form W-8, signed under the penalties of perjury, certifying their foreign status. If the appropriate IRS Form W-8 is not sent to you with the Letter of Transmittal, it may be obtained from any Internal Revenue Service Office.

               Other Withholding. Common Stock in the Company may be considered a U.S. real property interest if the Company could be considered a “United States real property holding corporation” based on the fair market value of its real property interests in certain other assets. If Common Stock of the Company were determined to be a U.S. real property interest, a tax equal to 10% of the amount payable to a Common Stockholder must be withheld and paid over to the IRS under Section 1445 of the Internal Revenue Code. Withholding is not required if each Common Stockholder furnishes his, her or its certification, under penalties of perjury, that the Common Stockholder is not a foreign person and that includes the Common Stockholder’s U.S. taxpayer identification number (Social Security number for an individual or Federal Employer Identification Number for an entity) and the Common Stockholder’s address (home address for an individual or office address for an entity). To avoid the possibility of 10% withholding under Section 1445, you must complete, sign and return the Certification of Non-Foreign Status. If you are an individual Common Stockholder, complete and sign the Individual Certification (in respect of Shares held by two or more individuals jointly, each must complete and sign an Individual Certification). If you are an entity Common Stockholder (corporation, limited liability company, partnership, trust or estate), complete and sign the Entity Certification; provided, however, if you are an entity that is disregarded for federal income tax purposes (e.g., a single-member limited liability company or a grantor trust), the individual who is the owner and taxpayer with respect to the disregarded entity must

11

complete and sign the Individual Certification and print below his or her signature that it is completed for the entity Common Stockholder (identified by name) and that the entity Common Stockholder is a disregarded entity for federal income tax purposes.

               In the event that a Common Stockholder fails to provide a completed Form W-9 (or appropriate Form W-8 where applicable) and appropriate Certification of Non-Foreign Status, the Escrow Agent must withhold the appropriate amount from the payments made to such Common Stockholder. The Parent or the Escrow Agent will make any applicable withholdings and payments to the IRS in order to comply with the referenced laws and regulations.

Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9 (or IRS Form W-8BEN, or another version of IRS Form W-8, where applicable) to claim exemption from backup withholding.

          7. Miscellaneous. Neither the Parent nor the Company is under any duty to give notification of defects in any Letter of Transmittal and shall not incur any liability for failure to give such notification. The Parent has the absolute right to reject any and all Letters of Transmittal not in proper form or to waive any irregularities in any Letter of Transmittal.

          8. Additional Copies. Additional copies of the Letter of Transmittal may be obtained from the Parent at the address set forth on the front hereof.

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Exhibit A

AFFIDAVIT
OF LOST CERTIFICATE

THE STATE OF	§
	§
COUNTY OF	§

          BEFORE ME, the undersigned authority, on this day personally appeared                                                              (“Affiant”), an authorized signatory of                                                                                   (“Holder”), who, being first by me duly sworn, on oath deposed and said on behalf of Holder:

(a) Affiant is duly authorized to execute this instrument on behalf of Holder; (b) Holder is the legal and beneficial owner of Certificate No.      , dated                                         , evidencing                                          shares of                     stock of Triumph HealthCare Holdings, Inc., (c) neither the Certificate nor the rights of Holder therein are, all or in part, subject to any existing assignment, transfer, pledge, participation, or other disposition or encumbrance; (d) the Certificate has been lost, stolen, or destroyed; and (e) Holder has made duly diligent efforts to locate the Certificate and has not been able to locate it. Holder does hereby undertake and agrees to indemnify and hold harmless RehabCare Group, Inc. and its affiliates, officers and directors at any and all times hereafter from any and all actions and proceedings, claims, demands, losses or damages which may be made or brought against or suffered by any person on account of and by reason of the execution of this Affidavit of Lost Certificate, irrespective of the circumstances surrounding or connected with any such action, proceeding, claim, demand, loss or damage, and further agrees that if said original stock certificate shall be found, Holder will immediately return it to RehabCare Group, Inc. care of Patricia S. Smith.

          IN WITNESS WHEREOF, Affiant hereunto subscribes his/her name this       day of                     , 2009.

By:

Name:

Title:

          SUBSCRIBED AND SWORN TO before me on                                                              , 2009.

Notary Public in and for the State of

[Personalized Seal]

13

EX-99.5

EXHIBIT 99.5

ESCROW AGREEMENT¹

          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”).

RECITALS

          WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of November ___, 2009 (as may be amended from time to time in accordance with its terms, the “Merger Agreement”), among Parent, Securityholder Representative, RehabCare Merger Sub Corporation (“Merger Sub”), RehabCare Group East, Inc. and Triumph Healthcare Holdings, Inc., a Delaware corporation (the “Company”), Merger Sub shall merge with and into the Company, with the Company surviving such merger;

          WHEREAS, Sections 2.10 and 3.3 of the Merger Agreement provide that, at the Closing, Parent shall deliver to the Escrow Agent the Working Capital Escrow Amount by wire transfer of immediately available funds to the Working Capital Escrow Account to be held and released by the Escrow Agent as provided herein;

          WHEREAS, Sections 2.10 and 3.3 of the Merger Agreement provide that, at the Closing, Parent shall deliver to the Escrow Agent the Indemnity Escrow Amount by (i) wire transfer of immediately available funds to the Indemnity Escrow Account (the “Indemnity Cash Escrow” and together with the Working Capital Escrow Amount, the “Cash Escrow”), and (ii) delivery of certificates evidencing shares of Series A Convertible Preferred Stock (“Series A Preferred”) and Series B Convertible Preferred Stock of Parent (“Series B Preferred”, and together with Series A Preferred, “Backstop Securities”) to the Indemnity Escrow Account (the “Indemnity Stock Escrow” and together with the Cash Escrow, the “Escrow Amounts”) to be held and released by the Escrow Agent as provided herein;

          WHEREAS, simultaneously with the execution of this Escrow Agreement, the Merger contemplated by the Merger Agreement has been consummated and Parent has delivered to the Escrow Agent the Escrow Amounts;

          WHEREAS, TA Associates, Inc. is serving as the Securityholder Representative under this Agreement and the Merger Agreement and to exercise all of their rights, powers, and privileges contemplated in this Agreement and the Merger Agreement; and

¹ In the event that Backstop Securities are not issued by Parent in connection with the transactions contemplated by the Merger Agreement, (i) all references in this Escrow Agreement to Backstop Securities and (ii) all references in this Escrow Agreement to provisions in the Merger Agreement solely applicable to Backstop Securities will be removed.

          WHEREAS, Parent and the Securityholder Representative wish to appoint the Escrow Agent to serve as the escrow agent hereunder, and the Escrow Agent is willing to do so upon the terms and conditions hereinafter set forth.

          NOW THEREFORE, in consideration of the execution of, and consummation of the transactions contemplated by, the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

AGREEMENT

1. Capitalized Terms. Capitalized terms used but not otherwise defined in this Escrow Agreement shall have the meanings given such terms in the Merger Agreement.

2. Appointment of Escrow Agent. Parent and Securityholder Representative hereby appoint and designate the Escrow Agent to act as escrow agent under this Escrow Agreement. The Escrow Agent hereby agrees to act as escrow agent hereunder and to comply with all of the provisions of this Escrow Agreement. Notwithstanding the references in this Agreement to the Merger Agreement, the Parties acknowledge and agree that the Escrow Agent is not a party to the Merger Agreement for any purpose or responsible for the interpretation or enforcement of the Merger Agreement.

3. Deposit and Investment of Escrow Amounts.

     (a) The Escrow Agent has established two sub-accounts hereunder, consisting of a “Working Capital Escrow Account” and an “Indemnity Escrow Account”.

     (b) Upon receipt, the Escrow Agent will accept delivery of, and deposit into the Working Capital Escrow Account, $2,500,000 by wire transfer of immediately available funds to be held, invested, and disbursed as provided in this Escrow Agreement (as such amount may change from time to time pursuant to this Escrow Agreement, whether as a result of distributions therefrom, earnings thereon, or otherwise, the “Working Capital Escrow Amount”). The Working Capital Escrow Amount shall be held by the Escrow Agent solely for the purpose of providing a source of payment for any payment due and payable to Parent pursuant to Section 2.9(b) of the Merger Agreement and shall be released to Parent and/or the Securityholder Representative (for and on behalf of the Securityholders in accordance with the terms of the Merger Agreement) in accordance with Section 4 hereof.

     (c) Upon receipt, the Escrow Agent will accept delivery of, and deposit into the Indemnity Escrow Account, (i) $[          ] by wire transfer of immediately available funds and (ii) Backstop Securities having an aggregate Face Amount equal to $[          ] and consisting of [          ] shares of Series A Preferred and [___] shares of Series B Preferred, in each case, to be held, invested (in the case of the Indemnity Cash Escrow only), and disbursed as provided in this Escrow Agreement (as such amounts may change from time to time pursuant to this Escrow Agreement, whether as a result of distributions therefrom, earnings thereon (in the case of the Indemnity Cash Escrow only), or otherwise, the “Indemnity Escrow Amount”). The Indemnity Escrow Amount shall be held by the Escrow Agent solely for the purpose of providing a source

2

of payment for any payment due and payable to Parent pursuant to Sections 2.9(b), 6.16(b) and Article VIII of the Merger Agreement and shall be released in accordance with Section 5 hereof.

     (d) During the term of this Escrow Agreement, the Cash Escrow shall be invested in [                    ] unless otherwise jointly instructed in writing by the Parties and as shall be acceptable to the Escrow Agent. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold. If Parent and Securityholder Representative jointly request that the Cash Escrow be invested in assets other than [                    ], the Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including, without limitation, charging an agency fee in connection with each transaction. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in escrow or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made in good faith pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Cash Escrow. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement.

     (e) To the extent that any dividends or other distributions are paid by Parent on or with respect to the Indemnity Stock Escrow, such distributions shall be made directly to the Securityholders in accordance with the terms of the Merger Agreement and shall not be made to the Indemnity Escrow Account.

     (f) Receipt of the Escrow Amounts and investment and reinvestment of the Cash Escrow shall be confirmed by the Escrow Agent as soon as practicable by an account statement, and any discrepancies in any such account statement shall be noted by the Parties to the Escrow Agent within thirty (30) calendar days after receipt thereof. Failure to inform the Escrow Agent in writing of any discrepancies in any such account statement within said thirty (30) day period shall be deemed confirmation of such account statement in its entirety.

4. Release of Working Capital Escrow Amount. The Escrow Agent shall release and distribute the Working Capital Escrow Amount on or before the third (3rd) Business Day following the receipt of any of the following:

     (a) joint written instructions in the form attached hereto as Exhibit A-1 (the “Working Capital Instruction Letter”) signed by Parent and the Securityholder Representative directing the Escrow Agent to release and distribute all or any portion of the Working Capital Escrow Amount to Parent or the Securityholders in accordance with the terms of the Merger Agreement; or

     (b) a copy of a written order of any federal or state court (each, a “Court”) that has become final and not subject to appeal and has been certified by the clerk of such Court or other appropriate official (a “Final Order”) setting forth the amount of the Working Capital Escrow

3

Amount to be released and distributed to Parent or the Securityholder Representative (for and on behalf of the Securityholders in accordance with the terms of the Merger Agreement), delivered by either Parent or the Securityholder Representative.

5. Release of Indemnity Escrow Amount. The Escrow Agent shall release and distribute the Indemnity Escrow Amount in accordance with this Section 5.

     (a) Within three (3) Business Days following the receipt of (i) joint written instructions in the form attached hereto as Exhibit A-2 (the “Indemnity Instruction Letter”) signed by Parent and the Securityholder Representative or (ii) a Final Order, the Escrow Agent shall release and distribute all or any portion of the Indemnity Escrow Amount to Parent or the Securityholders in accordance with such Indemnity Instruction Letter or Final Order, as applicable. Parent and the Securityholder Representative agree to execute an Indemnity Instruction Letter upon the final determination of any Seller Claim or Parent Claim as provided in the Merger Agreement.

     (b) In the event that Parent and/or a Parent Indemnitee desire to make a claim for indemnification pursuant to Article VIII of the Merger Agreement, Parent shall simultaneously provide the Escrow Agent and the Securityholder Representative with written notice thereof (each, a “Claim”), together with a reasonable description of the circumstances giving rise to such Claim, the provisions of the Merger Agreement upon which Parent is relying in making such Claim and a good faith estimate by Parent of any amounts payable in respect of the matters giving rise to such Claim (an “Estimate”). Any Claim shall include a calculation (prepared in accordance with the Order of Priority) of the amounts of (i) Indemnity Cash Escrow and (ii) Indemnity Stock Escrow (including a specification of the number of shares of Parent’s Series A Preferred Stock and Series B Preferred Stock from such Indemnity Stock Escrow) which would be distributed to satisfy such Claim, based upon the Estimate set forth in such Claim. Upon receipt of a Claim, the Escrow Agent shall segregate from the Indemnity Escrow Amount, to the extent of the Indemnity Escrow Amount, amounts from the Indemnity Cash Escrow and Indemnity Stock Escrow as applicable (each such amount, a “Reserve”) equal, in the aggregate, to the lesser of (i) the Estimate set forth in such Claim or (ii) the balance of the Indemnity Escrow Amount not otherwise subject to a Reserve. The Escrow Agent shall not release or distribute out of the Indemnity Escrow Amount the amount of any Reserve unless and until the Escrow Agent shall have received either an Indemnity Instruction Letter signed by the Securityholder Representative and Parent in accordance with Section 5(a) or a copy of a Final Order directing their release and distribution. If a Final Order requires the release and distribution of all or a portion of any Reserve to Parent, then the Escrow Agent shall distribute such amount to Parent, and the remainder, if any, of such Reserve will either (1) continue to be segregated from the Indemnity Escrow Amount to the extent that any other Reserves are not fully funded and/or (2) will revert to the status of unsegregated amounts within the Indemnity Escrow Amount if all remaining Reserves are fully funded and segregated from the Indemnity Escrow Amount. If a Final Order does not require the release and distribution of all or a portion of such Reserve to Parent, then the Reserve will either (1) continue to be segregated from the Indemnity Escrow Amount to the extent that any other Reserves are not fully funded and/or (2) revert to the status of unsegregated amounts within the Indemnity Escrow Amount if all remaining Reserves are fully funded and segregated from the Indemnity Escrow Amount.

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     (c) On [16 months from Closing Date], the Escrow Agent shall release and distribute to the Securityholders in accordance with the terms of the Merger Agreement, all remaining amounts constituting the Indemnity Escrow Amount, less the aggregate amount of all remaining Reserves that are the subject of pending Claims by Parent. The aggregate amount of all remaining Reserves shall be retained by the Escrow Agent and shall remain available for release and distribution to Parent upon the resolution of the unresolved Claims for which such Reserves were made, and such amounts shall not be released or distributed to either Parent or the Securityholder Representative until such time, with respect to each Reserve, as the Escrow Agent shall have received either an Indemnity Instruction Letter signed by the Stockholders Representative and Parent or a copy of a Final Order directing their release and distribution in accordance with Section 5(a). Any amounts due to the Securityholder Representative pursuant to Section 10.1(c) of the Merger Agreement shall be netted out of the amount released to the Securityholders and released to the Securityholder Representative.

     (d) At any time the Securityholder Representative may (for and on behalf of the Securityholders in accordance with the terms of the Merger Agreement), at its option, contribute cash to the Indemnity Escrow Account and, upon receipt of such cash and an Indemnity Instruction Letter signed by the Securityholder Representative (with a copy delivered to Parent), the Escrow Agent shall release to the Securityholder Representative (for and on behalf of the Securityholders in accordance with the terms of the Merger Agreement) an amount of Indemnity Stock Escrow representing an aggregate Face Amount equal to such contributed cash (a “Substitution”).

     (e) At any time when Backstop Securities are held in the Indemnity Escrow Account, the Securityholder Representative may (for and on behalf of the Securityholders in accordance with the terms of the Merger Agreement), vote the Backstop Securities in any matter submitted to a vote of the holders of the applicable class of Backstop Securities and subject to the terms and conditions of the Certificate of Designations governing the Backstop Securities, convert the Backstop Securities into shares of Parent’s common stock (the “Parent Common Escrow Shares”) and/or arrange for the sale of the Parent Common Escrow Shares or Backstop Securities as permitted by applicable law and the terms and conditions of the Backstop Securities Agreement and Backstop Registration Rights Agreement (the “Backstop Securities Sale”). In such case, at, and subject to the consummation of, the closing of the Backstop Securities Sale, Parent shall, contemporaneously with the closing of any Backstop Securities Sale, subject to the deposit of the proceeds into the Indemnity Escrow Account pursuant to the proviso below, reissue the Parent Common Escrow Shares or Backstop Securities, as applicable, to the purchaser of such shares; provided, however, that no such sale shall be permitted pursuant to this Agreement if the proceeds from such Backstop Securities Sale paid into the Indemnity Escrow Account after giving effect to the payment of such proceeds into escrow the amount then held in the Indemnity Escrow Account would be less than (x) $22,500,000 minus (y) the amount of any previous distributions out of the Indemnity Escrow Account. In the event that any payment of proceeds from such Backstop Securities Sale are in excess of the aggregate Face Amount plus any accumulated but unpaid dividends on the sold Backstop Securities (or, in the case of the sale of Parent Common Escrow Shares, the aggregate Face Amount plus any accumulated but unpaid dividends on the Backstop Securities that were converted into such Parent Common Escrow Shares) the amount of such excess shall be paid by the purchaser to the Backstop Investors in accordance with their Backstop Securities Percentages and not deposited into the Indemnity Escrow Account.

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     (f) Notwithstanding anything to the contrary set forth in this Escrow Agreement, any distribution from the Indemnity Escrow Amount made by the Escrow Agent under this Agreement (a “Distribution”) to Parent or the Securityholders in accordance with the terms of the Merger Agreement shall be made as set forth in this Section 5(f). The aggregate value of the Distribution shall be separated into a cash component (the “Cash Distribution”) and stock component (the “Stock Distribution”) based on the percentages set forth on Exhibit B attached hereto (as such percentages may be properly adjusted in the event of any Substitution or any Backstop Securities Sale) and in accordance with the Order of Priority. The Cash Distribution shall be made by wire transfer of immediately available funds to Parent or the Securityholder Representative as set forth in the Indemnity Instruction Letter. With respect to any Stock Distribution, the certificates representing the Backstop Securities in the Indemnity Stock Escrow shall first be delivered by the Escrow Agent to Parent. Upon receipt of such certificates, Parent shall (i) if such Distribution is to be made to the Securityholders, issue new certificates for the number of Backstop Securities to be included in such Distribution (in the names of the parties and in the denominations to be so distributed) and replacement certificates for the number of Backstop Securities (in the names of the parties and in the denominations to remain) to remain in the Indemnity Stock Escrow (if any) and shall deliver such new certificates to the Securityholder Securityholders in accordance with the terms of the Merger Agreement and such replacement certificates to the Escrow Agent to be held and distributed in accordance with the terms hereof and (ii) if such Distribution is to be made to Parent, issue replacement certificates for the number of Backstop Securities to remain in the Indemnity Stock Escrow (if any) and shall deliver such replacement certificates to the Escrow Agent to be held and distributed in accordance with the terms hereof.

     (g) Notwithstanding anything to the contrary set forth in this Escrow Agreement, the aggregate amount of the Escrow Amounts plus the income earned on such Escrow Amounts that will be distributed to the Securityholder in accordance with the terms of the Merger Agreement shall not exceed [TBD at Closing based on the constitution of the consideration in the Indemnity Escrow Account].

6. Escrow Agent Duties/Resignation.

     (a) The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to Parent and the Securityholder Representative specifying a date not less than thirty (30) days following the date of such written notice when such resignation shall take effect. Upon such notice, a successor escrow agent shall be selected by Parent and the Securityholder Representative, such successor escrow agent to become the Escrow Agent hereunder upon the resignation date specified in such written notice. The Escrow Agent shall continue to serve until its successor accepts appointment as escrow agent and receives the amounts held in escrow hereunder. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting

6

appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Amounts (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.

     (b) The Escrow Agent undertakes to perform only such duties as are specifically set forth herein and may conclusively rely and shall be protected in acting or refraining from acting on any written notice, instrument or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so. Notwithstanding anything to the contrary contained in this Escrow Agreement, where any action is specified to be taken by the Escrow Agent upon delivery by either Parent or the Securityholder Representative (or both Parent and the Securityholder Representative) of a notice, certificate or instructions to the Escrow Agent, the Escrow Agent shall not be obligated to take any action until the appropriate party (or parties) has (or have) acted by delivering the certificate, notice or instructions to the Escrow Agent (none of which shall be binding upon the Escrow Agent unless in writing) as to the action to be taken hereunder indicating in writing that a copy of such certificate, notice or instructions has been delivered to the other party. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement, instrument or document between the Parties.

     (c) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Party. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing by the Parties which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same, except that the Escrow Agent may be made a party as a stakeholder if the dispute relates to the construction of this Escrow Agreement or might result in a direction to the Escrow Agent to take or refrain from taking action under this Agreement. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for any action taken or omitted to be taken by it in accordance with advice of counsel (which counsel may be of the Escrow Agent’s own choosing), and shall not be liable for

7

any mistakes of fact or error of judgment or for any acts or omissions of any kind unless caused by its own willful misconduct or gross negligence.

     (d) The Parties shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, agents and employees (the “indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and expenses of outside counsel and experts and all expense of document location, duplication and shipment) (collectively “Costs”) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Escrow Agreement, or as may arise by reason of any act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Costs are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions, whether joint or singular, from the Parties, except to the extent that its following any such instruction or direction is not expressly permitted by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Escrow Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Amounts solely for the payment of any claim for indemnification, expenses and amounts due hereunder and as set forth in Section 8(j) hereof. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Amounts for its own account or for the account of an indemnitee any amounts due to the Escrow Agent or to an indemnitee under this Section 6. The obligations contained in this Section 6 shall survive the termination of this Escrow Agreement and the resignation, replacement or removal of the Escrow Agent.

7. No Set-off. Escrow Agent hereby agrees that, with respect to the Escrow Amounts, it shall not (with or without notice to the Parties), nor shall it permit any affiliate or third party to, set-off, appropriate or apply any deposits (general, special, time or demand, provisional or final) in any currency, or any other credits, indebtedness or claims, in any currency, in each case, whether direct or indirect, absolute or contingent, matured or unmatured, at any time after the date hereof that is held or owing by the Escrow Agent or any third party or affiliate against any amount payable to the Escrow Agent in any capacity, including that of trustee with respect to any indenture, (or such affiliate or third party) or the Escrow Agent’s customers whether such amounts are direct or indirect, absolute or contingent, matured or unmatured, and the Escrow Agent hereby irrevocably and unconditionally waives any and all rights to do so, whether such rights arise by virtue of contract or law; provided, however, that the Escrow Agent may exercise any right of set-off set forth in Section 6(d) and Section 8(j) hereof.

8. Miscellaneous.

     (a) This Escrow Agreement shall be deemed to be made under the laws of the State of Delaware without giving effect to the conflict of laws rules thereof, and for all purposes shall be construed in accordance with said laws. Each Party irrevocably waives any objection on the

8

grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement.

     (b) This Escrow Agreement shall be binding solely upon and inure to the benefit of the Parties, the Escrow Agent and their respective successors and permitted assigns. Nothing in this Escrow Agreement shall create or be deemed to create any third party beneficiary rights in any Person not party to this Escrow Agreement. No assignment of this Escrow Agreement or of any rights or obligations hereunder may be made by any of the Parties or the Escrow Agent (except as permitted pursuant to Section 6(a) hereof), by operation of law or otherwise, without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other parties hereto and any attempted assignment without the required consent shall be void.

     (c) This Escrow Agreement may be executed in multiple counterparts (including by facsimile) each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

     (d) Paragraph headings contained in this Escrow Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Escrow Agreement.

     (e) Any notice or other communication provided for by this Agreement must be in writing, and sent by facsimile transmission (receipt confirmed), delivered in person, mailed by first class registered or certified mail, postage prepaid, or sent by Federal Express or other overnight courier of national reputation, addressed as follows:

If to Parent:

RehabCare Group, Inc.
7733 Forsyth Avenue
Suite 2300
Clayton, Missouri 63105
Facsimile: (866) 812-2573
Attn: Patricia S. Williams

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201-6950
Facsimile: (214) 746-7777
Attention: R. Scott Cohen, Esq. and Jeffrey B. Hitt, Esq.

If to Securityholder Representative, to:

TA Associates, Inc.
200 Clarendon Street, 56th floor

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Boston, Massachusetts 02116
Facsimile: (617) 574-6728
Attention: Michael S. Berk and Tad S. Yanagi

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109
Facsimile: (617) 523-1231
Attention: John R. LeClaire, Esq. and Jon Herzog, Esq.

If to the Escrow Agent, to:

JP Morgan Chase Bank N.A.
4 New York Plaza, 21^st Floor
New York, NY 10004
Facsimile: [                    ]
Attn: [                    ]

or to such other address with respect to a party as such party notifies the other party in writing as above provided. Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to this Section 8(e), such communications shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate so long as the communication is actually received by the Parties. “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth above is authorized or required by law or executive order to remain closed.

     (f) This Escrow Agreement may be modified only by a written amendment signed by the Escrow Agent, Parent and the Securityholder Representative, and no waiver of any provision hereof shall be effective unless expressed in writing and signed by the party to be charged.

     (g) The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy shall not preclude or inhibit the subsequent exercise of such right or remedy.

     (h) This Escrow Agreement shall terminate after the disposition of all of the amounts deposited hereunder in accordance with the terms of this Escrow Agreement.

     (i) This Escrow Agreement and the Merger Agreement constitute the entire agreement between the Parties as to the escrow transactions contemplated hereby and thereby and supersede all prior discussions, understandings or agreements. This Escrow Agreement

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constitutes the entire agreement for the Escrow Agent as to the escrow transactions contemplated hereby and supersedes all prior discussions, understandings or agreements.

     (j) The Parties agree, with fifty percent being borne by Parent and the other fifty percent being borne by the Securityholder Representative (for and on behalf of the Securityholders in accordance with the terms of the Merger Agreement), to (i) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Annex A attached hereto, and (ii) pay or reimburse the Escrow Agent upon request for all reasonable expenses, disbursements and advances incurred in connection with this Escrow Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Amounts solely for the payment of any claim for compensation, expenses and amounts due hereunder and as set forth in Section 6(d) hereof. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Amounts for its own account any amounts due to the Escrow Agent under this Section 8(j). The obligations contained in this Section 8(j) shall survive the termination of this Escrow Agreement and the resignation, replacement or removal of the Escrow Agent. Notwithstanding the rights of the Escrow Agent under this Section 8(j), Parent and the Securityholder Representative (for and on behalf of the Securityholders in accordance with the terms of the Merger Agreement), as the case may be, shall reimburse the other Party if such Party has paid more than its share of any expense governed by this Escrow Agreement either directly or because of exercise of the Escrow Agent’s rights under this Section 8(j).

     (k) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Parties acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the Parties identity including without limitation name, address and organizational documents (“identifying information”). The Parties agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.

     (l) Parent and the Securityholder Representative shall, at such time or times as any amounts are required to be disbursed from the Escrow Amounts pursuant to the Merger Agreement or this Escrow Agreement, execute and deliver to the Escrow Agent such written instructions as may be required pursuant to this Escrow Agreement to cause the release of such amounts.

     (m) The Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. The Parties each represent that its correct tax identification number assigned by the IRS, or any other Taxing Authority, is set forth in the delivered forms.

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     (n) Parent and the Securityholder Representative each hereby agree that, for income tax purposes, the Parent shall be treated as owning all the Escrow Amounts, and any income earned on such Escrow Amounts shall be taxable to Parent and not the Securityholders. Parent and the Securityholder Representative, in its capacity as agent for the Securityholders, shall timely forward to the Escrow Agent all information or documents the Escrow Agent reasonably requests to comply with its obligations under any tax law. The Escrow Agent shall have the right to report such earnings to any relevant Taxing Authority in a manner consistent with the parties’ treatment of the Escrow Amounts and the income earned thereon, and shall be entitled to withhold any Taxes it deems appropriate on any distributions or any earnings and to remit such amounts to the appropriate Taxing Authorities as required by Law. The Escrow Agent shall prepare and file IRS Forms 1099, 1042 and 1042S. Any other tax returns required to be filed in connection with payments from the Escrow Amounts will be prepared and filed by Parent or the Securityholder Representative, as the case may be, with the IRS and any other taxing authority as required by law, including but not limited to any applicable reporting or withholding pursuant to the Foreign Investment in Real Property Tax Act (“FIRPTA”). Parent and the Securityholder Representative acknowledge and agree that Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting or withholding with respect to the Escrow Amounts or any income earned by the Escrow Amounts, except as otherwise provided in this paragraph (n).

     (o) In the event that any Escrow Amounts shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

     (p) No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control. If any provision of this Escrow Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. Nothing in this Escrow Agreement, whether express or implied, shall be construed to give to any person or entity other than the Escrow Agent and the Parties any legal or equitable right, remedy, interest or claim under or in respect of this Escrow Agreement or any amounts escrowed hereunder.

9. Security Procedures. In the event transfer instructions are given pursuant to an Working Capital Instruction Letter or an Indemnity Instruction Letter, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated

12

on Schedule 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each Working Capital Instruction Letter and Indemnity Instruction Letter shall be executed by an authorized signatory and a list of such authorized signatories is set forth on Schedule 1 hereto. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 1 hereto, the Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Parent or the Securityholder Representative’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, President, Chief Restructuring Officer, Managing Director or Executive Vice President, as the Escrow Agent may select. Such “Executive Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Parent or the Securityholder Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Escrow Agent may apply any of the Escrow Amounts for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of Escrow Amounts to a bank other than the beneficiary’s bank or an intermediary bank designated. The Parties acknowledge that these security procedures are commercially reasonable.

[The Remainder of this Page Is Intentionally Left Blank.]

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     IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be duly executed as of the day and year first above written.

REHABCARE GROUP, INC.

By:

Name:

Title:

TA ASSOCIATES, INC.,

as Securityholder Representative

By:

Name:

Title:

JP MORGAN CHASE BANK, N.A.

By:

Name:

Title:

[Signature Page To Escrow Agreement]

Exhibit A-1

Working Capital Instruction Letter

     Pursuant to that certain Escrow Agreement, dated as of                     , 2009 (the “Escrow Agreement”), 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 JP Morgan Chase Bank, N.A., as the Escrow Agent, the undersigned hereby instruct and direct the Escrow Agent to release Escrow Amounts on the date and in the manner and amount set forth below. Capitalized terms used but not defined in this Instruction Letter shall have the meanings ascribed to such terms in the Escrow Agreement.

Release Date:                           , 20     

Total Release Amount to                     : $                    .     

Instructions:

IN WITNESS WHEREOF, the undersigned has caused this Working Capital Instruction Letter to be executed by its duly authorized officer, as of this       day of                     .

REHABCARE GROUP, INC.:

By:

Name:

Title:

TA ASSOCIATES, INC.:

By:

Name:

Title:

Exhibit A-2

Indemnity Instruction Letter

     Pursuant to that certain Escrow Agreement, dated as of                     , 2009 (the “Escrow Agreement”), 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 JP Morgan Chase Bank, N.A., as the Escrow Agent, the undersigned hereby instruct and direct the Escrow Agent to release Escrow Amounts on the date and in the manner and amount set forth below. Capitalized terms used but not defined in this Instruction Letter shall have the meanings ascribed to such terms in the Escrow Agreement.

Release Date:                           , 20     

Cash Release Amount: $                    .     

Release Cash Amount to                     :

Number of Stock Units of Series B Preferred Stock of Parent Released:                     

Number of Stock Units of Series A Preferred Stock of Parent Released:                     

Deliver All Certificates of Series B [and Series A] Preferred Stock to Parent. Parent Will Issue New and Replacement Certificates in Accordance with the Terms of the Escrow Agreement.

Instructions:

IN WITNESS WHEREOF, the undersigned has caused this Indemnity Instruction Letter to be executed by its duly authorized officer, as of this ___day of                     .

REHABCARE GROUP, INC.:

By:

Name:

Title:

TA ASSOCIATES, INC.:

By:

Name:

Title:

Exhibit B

Distribution Proportions

ANNEX A

Schedule of Fees

Annual Administration Fee:	$	2,500
Covers normal administrative duties as described in the terms of the Escrow Agreement. This includes wire transfers and form 1099 tax filings. Payable annually in advance and not subject to proration.
Out-of-Pocket Expenses:
Includes all related expenses, including but not limited to:
postage, travel, counsel fees and their disbursements. Fees for services not specifically covered will be based upon services rendered.

Schedule 1

Telephone Number(s) and authorized signature(s) for

Person(s) Designated to give Transfer Instructions

Parent:

Name	Telephone Number	Signature
1.
2.
3.

Securityholder Representative:

Name	Telephone Number	Signature
1.
2.
3.

EX-99.6

EXHIBIT 99.6

DELIVERY OF FINAL OPINION IS SUBJECT TO COMPLETION OF GOODWIN PROCTER LLP’S
OPINION PRE-CLEARANCE PROCEDURES*

[Date]

RehabCare Group, Inc.
7733 Forsyth Avenue
Suite 2300
Clayton, Missouri 63105

Ladies and Gentlemen:

     We have acted as counsel to Triumph HealthCare Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed merger of RehabCare Merger Sub Corporation, a Delaware corporation (“Merger Sub”), with and into the Company pursuant to the Agreement and Plan of Merger, dated as of November 3, 2009 (the “Merger Agreement”), by and among the Company, Merger Sub, RehabCare Group, Inc., a Delaware corporation, RehabCare Group East, Inc. and RehabCare Hospital Holdings, LLC, a Delaware limited liability company. We are furnishing this opinion letter to you pursuant to Section 3.2(n) of the Merger Agreement. Capitalized terms that are defined in the Merger Agreement and not otherwise defined in this opinion letter are used in this opinion letter as so defined.

     We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on representations in the Merger Agreement, the Certificate of Merger and certificates of officers of the Company.

     Our opinion regarding valid existence and good standing in numbered paragraph 1 is based solely on a certificate of the Delaware Secretary of State and, in the case of valid existence, a review of the Company’s certificate of incorporation and an officer’s certificate confirming that the Company has taken no action looking to its dissolution.

     We note that the Merger Agreement provides that it is to be governed by Delaware law. Except with respect to those portions of the Merger Agreement that are governed by the Delaware General Corporation Law, the opinion in numbered paragraph 3 below regarding the validity, binding effect and enforceability of the Merger Agreement is given as though the Merger Agreement was governed by the internal law of Massachusetts.

     The opinions set forth below are limited to Massachusetts law, the Delaware General Corporation Law and the federal law of the United States.

     Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

     1. The Company is validly existing as a corporation in good standing under Delaware law.

     2. The Company has the corporate power to execute and deliver the Merger Agreement and perform its obligations thereunder.

     3. The Merger Agreement has been duly authorized, executed and delivered by the Company and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

     4. The execution and delivery by the Company of the Merger Agreement and the performance by the Company of its obligations under the Merger Agreement do not and will not (i) violate Delaware General Corporation Law or any Massachusetts or federal law or (ii) violate the Company’s certificate of incorporation or by-laws.

     5. Other than the filing of the Certificate of Merger with, and its acceptance by, the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law, no consent, approval, license or exemption by, order or authorization of, or filing, recording or registration with any Delaware governmental authority pursuant to the Delaware General Corporation Law or any Massachusetts or federal governmental authority is required to be obtained or made by the Company in connection with the execution and delivery by the Company of the Merger Agreement or the performance by it of its obligations thereunder, other than those that have been obtained or made.

     6. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the Merger Agreement and its acceptance by the Secretary of State of the State of Delaware, the Merger will be effective in accordance with the Delaware General Corporation Law.

     We are not representing the Company in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Merger Agreement.

     The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

     We express no opinion as to the validity, binding effect and enforceability of provisions in the Merger Agreement to the extent they may require indemnification or contribution for liabilities arising under securities laws and to the choice of forum for resolving disputes.

     Our opinions expressed above do not address Delaware case law or Massachusetts law as it applies to the fiduciary duties of directors with respect to the authorization, enforceability or validity of the Merger Agreement, including without limitation, whether or not the provisions of the Merger Agreement (either alone or when taken together with any other agreements relating to the transactions contemplated thereby) constitute coercive or preclusive deal protection devices

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or impermissibly limit the directors’ exercise of their fiduciary duties, including with respect to their ability to respond to third party proposals.

     Without limiting the general principle that this opinion is not applicable to certain laws which are understood as a matter of customary practice not to be covered unless expressly addressed, we express no opinion as to any consents, approvals, notice or similar requirements or obligations of the Company arising out of any healthcare, hospital or health-related law, regulation, statute or ordinance due to or in favor of any federal, state or local governmental or quasi-governmental authority.

     This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer 831 (May 1998).

     This opinion letter is being furnished only to you for your use solely in connection with the Merger Agreement and the transactions contemplated thereby, and neither it nor the opinions it contains may be relied on for any other purpose or by anyone else.

Very truly yours,
 

GOODWIN PROCTER llp 

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EX-99.7

EXHIBIT 99.7

LETTER OF RESIGNATION

TO: BOARD OF DIRECTORS OF [                                        ]

     At the request of Triumph HealthCare Holdings, Inc. (“Triumph”), I, [Name], hereby resign as a [director and/or an officer] of [                                        ], a [                                        ] [corporation] (the “Corporation”), effective at, and subject to, the closing of that certain merger transaction contemplated by the Agreement and Plan of Merger, dated as of November 3, 2009, by and between RehabCare Group, Inc., RehabCare Group East, Inc., RehabCare Hospital Holdings, LLC, RehabCare Merger Sub Corporation, Triumph and TA Associates, Inc., in its capacity as securityholder representative (the “Merger”). Triumph, by execution of this letter in the signature block below, hereby agrees that this resignation constitutes a “Termination by the Company Without Cause” under my employment agreement and agrees to pay me the “Termination Benefits,” as defined in my employment agreement.

Respectfully submitted,

[                    ]

Acknowledged and Agreed:

TRIUMPH HEALTHCARE HOLDINGS, INC.

LETTER OF RESIGNATION

TO: BOARD OF DIRECTORS OF [                    ]

     At the request of Triumph HealthCare Holdings, Inc. (“Triumph”), I, [Name], hereby resign as a [director and/or an officer] of [                    ], a [                    ] [corporation] (the “Corporation”), effective at, and subject to, the closing of that certain merger transaction contemplated by the Agreement and Plan of Merger, dated as of November 3, 2009, by and between RehabCare Group, Inc., RehabCare Group East, Inc., RehabCare Hospital Holdings, LLC, RehabCare Merger Sub Corporation, Triumph and TA Associates, Inc., in its capacity as securityholder representative (the “Merger”). Triumph, by execution of this letter in the signature block below, hereby agrees to pay me severance in the amount of $                     in consideration for my resignation and service to Triumph.

Respectfully submitted,
 

[                    ] 

Acknowledged and Agreed:

TRIUMPH HEALTHCARE HOLDINGS, INC.
 

EX-99.8

EXHIBIT 99.8

OPTION SURRENDER AGREEMENT

     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”).

RECITALS

     A. The undersigned holds outstanding and unexercised option agreements (the “Options”) entitling them to purchase, in the aggregate, such number of shares of common stock of the Company, par value $0.01 per share (the “Option Shares”) as set forth opposite such undersigned’s name on Exhibit A hereto.

     B. The Company, Parent, RehabCare Group East, Inc., RehabCare Hospital Holdings, LLC, RehabCare Merger Sub Corporation, and TA Associates, Inc., in its capacity as Securityholder Representative, have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, pursuant to which the undersigned will be entitled to certain consideration as described in the Merger Agreement and other documents referenced therein in exchange for the surrender and cancellation of the Options and the undertaking to be bound by the obligations described in Section 3 of this Surrender Agreement.

     C. Subject to the consummation of the Merger, the undersigned desires to terminate the Options and undertakes to be bound by the obligations described in Section 3 of this Surrender Agreement in consideration of the consideration described in the Merger Agreement and the other documents referenced therein.

     Now, therefore, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:

AGREEMENT

     1. Representation and Warranties. The undersigned represents and warrants to the Company and Parent that: (a) the Options have not been exercised by the undersigned, that these are the only Options granted to the undersigned by the Company or any of its Subsidiaries; (b) the undersigned is the sole owner of the Options free and clear of any liens, pledges, mortgages, deeds of trust, charge, option, right of first refusal, easements, servitudes, proxies, voting trusts or other agreements, restrictions, security interests, claims, rights of another or encumbrances; (c) the Options constitute all of the options or other rights to purchase securities of the Company and its Subsidiaries held by the undersigned; (d) he or she has full legal capacity and power to execute and deliver this Surrender Agreement and any other agreements or instruments executed by him or her in connection herewith and to consummate the transactions contemplated herein or therein; (e) this Surrender Agreement and the other agreements and instruments executed by the undersigned in connection herewith are valid and binding obligations of the undersigned enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity; (f) he or she has executed this Surrender Agreement voluntarily and without any duress or undue influence; (g) he or she has read this Surrender Agreement, understands the terms and

consequences of it and has had adequate time to think about this Surrender Agreement and discuss it with his or her own counsel and advisors; and (h) he or she is fully aware of the legal and binding effect of this Surrender Agreement.

     2. Termination of Options and Option Shares. The undersigned hereby agrees that, effective as of the Effective Time and subject to the consummation of the Merger, the Options shall be automatically exchanged for the right to receive the consideration required to be paid to the undersigned as set forth and subject to the conditions in the Merger Agreement. The undersigned hereby agrees that the Options are hereby cancelled and terminated and shall be of no further force or effect and hereby surrenders all of the undersigned’s rights in the Options and any Option Shares. The undersigned further agrees not to exercise any vested Options from the date hereof until the earlier of (a) the consummation of the Merger or (b) the termination of the Merger Agreement.

     3. Merger Agreement Obligations. The undersigned hereby (i) agrees to be bound by all of the provisions of the Merger Agreement applicable to the Optionholders, (ii) agrees to the appointment of TA Associates, Inc. as the Securityholder Representative pursuant to Section 10.1 of the Merger Agreement and (iii) acknowledges that TA Associates, Inc. will act on the undersigned’s behalf as the Securityholder Representative pursuant to the terms of the Merger Agreement. The undersigned also acknowledges that a portion of the Option Payment will be held in Escrow Accounts in connection with post-closing purchase price adjustments, reimbursement obligations and indemnification obligations pursuant to the terms and conditions of the Merger Agreement. Finally, the undersigned acknowledges that pursuant to Section 10.1 of the Merger Agreement, in the event that the Representative Expense Fund is insufficient to satisfy the expenses of the Securityholder Representative, the Securityholder Representative is entitled to recover any such expenses directly from the Securityholders.

     4. Effective Time. For purposes of this Surrender Agreement, “Effective Time” means the date of the closing of the transactions contemplated by the Merger Agreement. For purposes of greater clarity, in the event that the Merger Agreement is terminated and therefore the transactions contemplated by the Merger Agreement are not consummated, at such time, it is agreed that the Effective Time shall not have occurred and this Surrender Agreement shall be void ab initio.

     5. Withholding. All payments made pursuant to the terms of the Merger Agreement shall be net of any tax or other amounts required to be withheld by Parent or the Company under applicable law.

     6. Defined Terms. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

     7. Entire Agreement. This Surrender Agreement, together with the Merger Agreement and the Escrow Agreement, constitutes the complete and entire understanding between the undersigned, the Company and Parent with respect to the subject matter of this Surrender Agreement. The terms of this Surrender Agreement may not be changed, altered, modified or amended, except in a writing signed by the undersigned and Parent.

     8. Severability. Any term or provision of this Surrender Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or

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provisions of this Surrender Agreement or affecting the validity or enforceability of any of the terms or provisions of this Surrender Agreement in any other jurisdiction. If any provision of this Surrender Agreement is so broad as to be unenforceable, then the provision will be interpreted to be only so broad as is enforceable.

     9. Governing Law. This Surrender Agreement shall be governed by the internal laws of the State of Delaware, without regard to the conflict-of-laws provisions thereof.

     10. Counterparts; Electronic Transmission. This Surrender Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or email transmission followed promptly by an executed original), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned has executed and delivered this Surrender Agreement as of the date and year first above written.

[Signature Page to Option Surrender Agreement]

Exhibit A

Name Option Shares

EX-99.9

EXHIBIT 99.9

WARRANT SURRENDER AGREEMENT

     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”).

RECITALS

     A. Each of the undersigned holds outstanding and unexercised warrant agreements (the “Warrants”) entitling them to purchase, in the aggregate, such number of shares of common stock of the Company, par value $0.01 per share (the “Warrant Shares”) as set forth opposite such undersigned’s name on Exhibit A hereto.

     B. The Company, Parent, RehabCare Group East, Inc., RehabCare Hospital Holdings, LLC, RehabCare Merger Sub Corporation, and TA Associates, Inc., in its capacity as Securityholder Representative, have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, pursuant to which each of the undersigned will be entitled to certain consideration as described in the Merger Agreement and other documents referenced therein in exchange for the surrender and cancellation of the Warrants and the undertaking to be bound by the obligations described in Section 3 of this Warrant Surrender Agreement.

     C. Subject to the consummation of the Merger, each of the undersigned desires to terminate the Warrants and undertakes to be bound by the obligations described in Section 3 of this Warrant Surrender Agreement in consideration of the consideration described in the Merger Agreement and the other documents referenced therein.

     Now, therefore, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:

AGREEMENT

     1. Representation and Warranties. Each of the undersigned represents and warrants to the Company and Parent that: (a) the Warrants have not been exercised by the undersigned, that these are the only Warrants granted to the undersigned by the Company or any of its Subsidiaries; (b) the undersigned is the sole owner of the Warrants free and clear of any liens, pledges, mortgages, deeds of trust, charge, option, right of first refusal, easements, servitudes, proxies, voting trusts or other agreements, restrictions, security interests, claims, rights of another or encumbrances; (c) the Warrants constitute all of the warrants or other rights to purchase securities of the Company and its Subsidiaries held by the undersigned; (d) it has full limited partnership power and authority to execute and deliver this Warrant Surrender Agreement and any other agreements or instruments executed by it in connection herewith and to consummate the transactions contemplated herein or therein; (e) this Warrant Surrender Agreement and the other agreements and instruments executed by the undersigned in connection herewith are valid and binding obligations of the undersigned enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity; (f) it has executed this Warrant Surrender Agreement voluntarily and without any duress or undue influence; (g) it has read this Warrant Surrender Agreement, understands the terms and

consequences of it and has had adequate time to think about this Warrant Surrender Agreement and discuss it with its own counsel and advisors; and (h) it is fully aware of the legal and binding effect of this Warrant Surrender Agreement.

     2. Termination of Warrants and Warrant Shares. Each of the undersigned hereby agrees to deliver to Parent at or prior to the Effective Time the original Warrants and hereby agrees that, effective as of the Effective Time and subject to the consummation of the Merger, the Warrants shall be automatically exchanged for the right to receive the consideration required to be paid to the undersigned as set forth and subject to the conditions in the Merger Agreement. Each of the undersigned further agrees that the Warrants are hereby cancelled and terminated and shall be of no further force or effect, and each of the undersigned hereby surrenders all of the undersigned’s rights in the Warrants and any Warrant Shares.

     3. Merger Agreement Obligations. Each of the undersigned hereby (i) agrees to be bound by all of the provisions of the Merger Agreement applicable to the Warrantholders, (ii) agrees to the appointment of TA Associates, Inc. as the Securityholder Representative pursuant to Section 10.1 of the Merger Agreement and (iii) acknowledges that TA Associates, Inc. will act on the undersigned’s behalf as the Securityholder Representative pursuant to the terms of the Merger Agreement. Each of the undersigned also acknowledges that a portion of the Warrant Payment will be held in Escrow Accounts in connection with post-closing purchase price adjustments, reimbursement obligations and indemnification obligations pursuant to terms and conditions of the Merger Agreement. Finally, each of the undersigned acknowledges that pursuant to Section 10.1 of the Merger Agreement, in the event that the Representative Expense Fund is insufficient to satisfy the expenses of the Securityholder Representative, the Securityholder Representative is entitled to recover any such expenses directly from the Securityholders.

     4. Defined Terms. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

     5. Entire Agreement. This Warrant Surrender Agreement, together with the Merger Agreement, the Backstop Securities Agreement, the Registration Rights Agreement and the Escrow Agreement, constitutes the complete and entire understanding between the undersigned, the Company and Parent with respect to the subject matter of this Warrant Surrender Agreement. The terms of this Warrant Surrender Agreement may not be changed, altered, modified or amended, except in a writing signed by the undersigned and Parent.

     6. Severability. Any term or provision of this Warrant Surrender Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Warrant Surrender Agreement or affecting the validity or enforceability of any of the terms or provisions of this Warrant Surrender Agreement in any other jurisdiction. If any provision of this Warrant Surrender Agreement is so broad as to be unenforceable, then the provision will be interpreted to be only so broad as is enforceable.

     7. Governing Law. This Warrant Surrender Agreement shall be governed by the internal laws of the State of Delaware, without regard to the conflict-of-laws provisions thereof.

     9. Counterparts; Electronic Transmission. This Warrant Surrender Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or email

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transmission followed promptly by an executed original), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned has executed and delivered this Warrant Surrender Agreement as of the date and year first above written.

TA SUBORDINATED DEBT FUND, LP
By:	TA Associates, Inc., its general partner
By:
	Name:
	Title:
TA INVESTORS II, LP
By:	TA Associates, Inc., its general partner
By:
	Name:
	Title:

[Signature Page to Warrant Surrender Agreement]

Exhibit A

Name Warrant Shares

EX-99.10

EXHIBIT 99.10

BACKSTOP SECURITIES AGREEMENT

     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”).

RECITALS

          A. The Stockholders are holders of securities issued by Triumph Healthcare Holdings, Inc., a Delaware corporation (“Triumph”).

          B. The Company is entering into that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, RehabCare Group, Inc., a Delaware corporation, RehabCare Group East, Inc., a Delaware corporation, RehabCare Hospital Holdings, LLC, a Delaware limited liability company, Triumph and TA Associates, Inc., a Delaware corporation, in its capacity as the securityholders representative (as originally executed and as the same may be amended, restated, modified or supplemented in accordance with its terms, the “Merger Agreement”).

          C. The Merger Agreement requires the Company to pay the Aggregate Securityholders Closing Payment (as defined in the Merger Agreement) to Triumph’s securityholders upon consummation of the Merger.

          D. The parties to the Merger Agreement intend that the Aggregate Securityholders Closing Payment be in the form of cash.

          E. In the event there is a Parent Cash Shortfall (as defined in the Merger Agreement), the Merger Agreement requires the Company to issue to the undersigned Stockholders shares of the Company’s Series A Preferred Stock and, if required, Series B Preferred Stock (each, as defined below, and collectively, the “Shares”) having an aggregate liquidation preference equal to the amount of the Parent Cash Shortfall up to a maximum of $125,000,000 (such resulting amount, the "Face Amount” and such maximum, the “Backstop Cap”) in accordance with the terms of the Merger Agreement and this Agreement.

          F. Any Shares required to be issued by the Company to the Stockholders pursuant to the terms of the Merger Agreement and the terms hereof shall be in the form of Series A Preferred Stock until such time as the Company has issued a number of shares of Series A Preferred Stock in an amount equal to 19.99% of the shares of the Company’s Common Stock (as defined below) issued and outstanding on the Merger Agreement Closing Date (as defined below) (assuming conversion in full of such shares of Series A Preferred Stock pursuant to the Certificate of Designations) (the “Series A Issuance Cap”), and thereafter all Shares issued by the Company to the Stockholders pursuant to the terms of the Merger Agreement shall be shares of Series B Preferred Stock.

          G. The Company and each Stockholder is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

          H. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto

as Exhibit A (as originally executed and as the same may be amended, restated, modified or supplemented in accordance with its terms, the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the shares of Common Stock issued or issuable upon conversion of the Shares held by any Stockholder, whether such preferred shares are now held or hereafter acquired, including, without limitation, any such shares of preferred stock issued or issuable as a dividend (all such shares of Common Stock are collectively referred to as the “Conversion Shares”), such registration rights being provided under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Stockholders hereby agree as follows:

ARTICLE I.
DEFINITIONS

     1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

          “15 % Threshold” has the meaning set forth in Section 4.10(b).

          “5 % Threshold” has the meaning set forth in Section 4.10(b).

          “Acquiring Person” has the meaning set forth in Section 4.4.

          “Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Company’s Knowledge, threatened in writing against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility.

          “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act.

          “Agreement” has the meaning set forth in the Preamble.

          “Alternate Designees” has the meaning set forth in Section 4.10(i).

          “Backstop Cap” has the meaning set forth in the Recitals.

          “Board of Directors” means the board of directors of the Company.

          “Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

          “Buy-In” has the meaning set forth in Section 4.1(f).

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          “Buy-In Price” has the meaning set forth in Section 4.1(f).

          “Certificate of Designations” means the Certificate of Powers, Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock and Series B Redeemable Non-Voting Preferred Stock of RehabCare Group, Inc. in the form attached hereto as Exhibit B.

          “Closing” has the meaning set forth in Section 2.1(b)

          “Closing Bid Price” means, for any security as of any date, (a) the last reported closing bid price per share of Common Stock for such security on the Principal Trading Market, as reported by Bloomberg Financial Markets, or, (b) if the Principal Trading Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or (c) if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or (d) if no closing bid price is reported for such security by Bloomberg Financial Markets, the average of the bid prices of any market makers for such security as reported in the "pink sheets” by Pink Sheets LLC. If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder of such security. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

          “Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree.

          “Commission” has the meaning set forth in the Recitals.

          “Commitment Consideration” means an amount equal to the product of (a) .05 multiplied by (b) the Face Amount of all Backstop Securities (as defined in the Merger Agreement) issued at the Closing (other than any such Backstop Securities to be issued in respect of the Commitment Consideration or the Support Consideration pursuant to Section 2.2(a)(ii) or Section 2.2(a)(iii), to be paid at Closing pursuant to Section 2.2(a)(ii) by the Company.

          “Commitment Consideration Shortfall” has the meaning set forth in Section 2.2(a)(ii).

          “Common Stock” means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereinafter be reclassified.

          “Common Stock Equivalents” means any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock.

          “Company” has the meaning set forth in the Preamble.

          “Company Claim” has the meaning set forth in Section 6.6(a).

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          “Company Claim Notice” has the meaning set forth in Section 6.6(a).

          “Company Claim Response” has the meaning set forth in Section 6.6(a).

          “Company Claim Response Period” has the meaning set forth in Section 6.6(a).

          “Company Counsel” means Weil, Gotshal & Manges LLP.

          “Company Deliverables” has the meaning set forth in Section 2.2(a).

          “Company Indemnitees” has the meaning set forth in Section 6.2.

          “Company’s Knowledge” or similar words and phrases such as “to the Company’s Knowledge”, means as to John Short, Jay Shreiner, Donald Adam, Sam Duggan, Jeff Zadoks, Patricia Henry, Mary Pat Welc and Kevin Gross, their actual knowledge after reasonable inquiry of the Company’s executive officers and all other senior employees having responsibility relating to the applicable matter.

          “Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “Conversion Shares” has the meaning set forth in the Recitals.

          “Deadline Date” has the meaning set forth in Section 4.1(f).

          “Deductible” has the meaning set forth in Section 6.5(a).

          “Disclosure Materials” has the meaning set forth in Section 3.1(h).

          “Disclosure Schedules” has the meaning set forth in Section 3.1.

          “DTC” has the meaning set forth in Section 4.1(c).

          “Effective Date” means the date on which the Initial Registration Statement (as defined in the Registration Rights Agreement) required by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission.

          “Environmental Laws” has the meaning set forth in Section 3.1(cc).

          “Evaluation Date” has the meaning set forth in Section 3.1(t).

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

          “Face Amount” has the meaning set forth in the Recitals.

          “First Annual Meeting” has the meaning set forth in Section 4.11.

          “GAAP” means United States generally accepted accounting principles as in effect (a) with respect to financial information for periods on or after the Closing Date, as of the date of this

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Agreement, and (b) with respect to financial information for periods prior to the Closing Date, as of such applicable time.

          “General Enforceability Exceptions” has the meaning set forth in Section 3.1(c).

          “Governmental Authority” means the government of the United States of America and any state, commonwealth, territory, possession, county, or municipality thereof, or the government of any political subdivision of any of the foregoing, the government or agency of any foreign country, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

          “Governmental Programs” means “federal health care programs” as defined in 42 U.S.C. § 1320a-7b(f).

          “Healthcare Laws” means any law relating to the provision, administration, and/or payment for healthcare or healthcare-related products or services, including, without limitation, to the extent applicable: (a) rules and regulations governing the operation and administration of Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), or other federal and state health care programs; (b) the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), (c) the False Claims Act (31 U.S.C. §§ 3729 et seq.), (d) the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), (vi) the civil False Claims Act (31 U.S.C. § 3729 et seq.), (e) the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), (f) the exclusion laws (42 U.S.C. § 1320a-7), (g) the civil monetary penalty laws (42 U.S.C. § 1320a-7a), (h) the Stark Laws (42 U.S.C. § 1395nn), (i) the Prescription Drug Marketing Act, (j) the Federal Controlled Substances Act of 1970, (k) the Food, Drug and Cosmetic Act, (l) any state Pharmacy Practice Acts, (m) the rules and regulations of the U.S. Department of Health and Human Services, the U.S. Food and Drug Administration, the state departments of health, and the state boards of pharmacy, and (n) any other state or federal law, regulation, guidance document, manual provision, program memorandum, opinion letter, or other issuance which regulates kickbacks, patient or program charges, recordkeeping, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, licensure, accreditation, or any other aspect of providing health care.

          “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

          “Indemnifying Party” has the meaning set forth in Section 6.6(c).

          “Intellectual Property Rights” has the meaning set forth in Section 3.1(p).

          “Irrevocable Transfer Agent Instructions” has the meaning set forth in Section 4.1(d)

          “Legend Removal Date” has the meaning set forth in Section 4.1(c).

          “Lien” means any mortgage, pledge, lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.

          “Loss” means (a) with respect to third-party claims, any and all out-of-pocket losses, liabilities, claims, damages (including special, incidental and consequential damages awarded to such third-party in connection with a claim brought by such third-party), awards, assessments, judgments, fines, penalties, settlements, taxes, costs, fees, expenses (including costs of investigation and reasonable

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and actually incurred defense and attorneys’ and other professionals’ fees) and disbursements; and (b) with respect to claims which are not third-party claims, any and all out-of-pocket losses, liabilities, claims, damages (including damages which were reasonably foreseeable as of the date of this Agreement) as a result of or in connection with the applicable facts, events, contracts, conditions, actions or inactions, as of such time, causing or relating to such damages, awards, assessments, judgments, fines, penalties, settlements, taxes, costs, fees, expenses (including costs of investigation and reasonable and actually incurred defense and attorneys’ and other professionals’ fees) and disbursements. Notwithstanding the foregoing, the definition of Loss excludes any punitive or exemplary damages except to the extent awarded to a third-party in connection with a claim brought by such third-party.

          “Material Adverse Effect” means a material adverse effect (a) on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) on the ability of the Company or any Subsidiary to perform on a timely basis any material obligation under this Agreement or to consummate the transactions contemplated hereby; provided, however, that, with respect to the Company, none of the following constitute, or will be considered in determining whether there has occurred, a Material Adverse Effect: (i) changes that are the result of factors generally affecting the industries or markets in which the Company or any of its Subsidiaries operate (other than those that have had a materially disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole); (ii) any adverse change, effect or circumstance arising out of or resulting from actions contemplated by the parties in connection with this Agreement or the pendency or announcement of the transactions contemplated by this Agreement, including actions of competitors or any delays or cancellations for services or losses of employees, physicians, customers or referral sources; (iii) changes in laws, rules or regulations or GAAP or the interpretation thereof; (iv) any action taken at the written request of the Stockholder Representative; (v) any legal or investment banking fees or expenses, or severance, bonus, benefit or other change in control payments under specified executive benefits or employment agreement of the Company, incurred or made in connection with the transactions contemplated by this Agreement; (vi) any failure of the Company to meet any projection or forecast prior to the Closing (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred) and (vii) changes that are the result of economic factors affecting the national, regional or world economy or acts of war or terrorism (other than those that have had a materially disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole).

          “Material Contract” means any contract of the Company that has been filed or was required to have been filed as an exhibit to the SEC Reports pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

          “Material Permits” has the meaning set forth in Section 3.1(n).

          “Merger” means the “Merger” (as such term is defined in the Merger Agreement).

          “Merger Agreement” has the meaning set forth in the Recitals.

          “Merger Agreement Closing Date” means the “Closing Date” (as such term is defined in the Merger Agreement).

          “New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.

          “Notice” has the meaning set forth in Section 6.6(b).

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          “OFAC” has the meaning set forth in Section 3.1(ii).

          “Ownership Threshold” has the meaning Section 4.10(b).

          “Permitted Transferee” means, (a) with respect to a Stockholder proposing to transfer or otherwise dispose of its Shares, any Person other than those Persons set forth on Schedule I attached hereto and (b) with respect to a Stockholder proposing to transfer or otherwise dispose of its Conversion Shares, any Person.

          “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity not specifically listed herein.

          “Press Release” has the meaning set forth in Section 4.3.

          “Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the New York Stock Exchange.

          “Registration Rights Agreement” has the meaning set forth in the Recitals.

          “Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Stockholders of the Registrable Securities (as defined in the Registration Rights Agreement).

          “Regulation D” has the meaning set forth in the Recitals.

          “Released Parties” has the meaning set forth in Section 7.18.

          “Required Approvals” has the meaning set forth in Section 3.1(e).

          “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “SEC Reports” has the meaning set forth in Section 3.1(h).

          “Securities” means the Shares and the Conversion Shares.

          “Securities Act” has the meaning set forth in the Recitals.

          “Series A Director” has the meaning set forth in Section 4.10(b).

          “Series A Preferred Stock” means the Series A Convertible Redeemable Preferred Stock of the Company, par value $0.10 per share, and any securities into which such they may hereinafter be reclassified.

          “Series B Preferred Stock” means the Series B Non-Voting Redeemable Preferred Stock of the Company, par value $0.10 per share, and any securities into which such they may hereinafter be reclassified.

          “Shares” has the meaning set forth in the Recitals.

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          “Stock Certificates” has the meaning set forth in Section 2.2(a)(i).

          “Stockholder” or “Stockholders” has the meaning set forth in the Preamble.

          “Stockholder Approval” has the meaning set forth in Section 4.11.

          “Stockholder Claim” has the meaning set forth in Section 6.6(b).

          “Stockholder Claim Notice” has the meaning set forth in Section 6.6(b).

          “Stockholder Claim Response” has the meaning set forth in Section 6.6(b).

          “Stockholder Claim Response Period” has the meaning set forth in Section 6.6(b).

          “Stockholder Indemnitees” has the meaning set forth in Section 6.3.

          “Stockholder Representative” has the meaning set forth in Section 7.17(a).

          “Subsidiary” means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, include any subsidiary of the Company formed or acquired after the date hereof.

          “Support Consideration” means an amount equal to the product of (a) .05 multiplied by (b) the Face Amount of all Backstop Securities issued at the Closing (other than any such Backstop Securities to be issued in respect of the Commitment Consideration or the Support Consideration pursuant to Section 2.2(a)(ii) or Section 2.2(a)(iii)), to be paid at Closing pursuant to Section 2.2(a)(iii) by the Company.

          “Support Consideration Shortfall” has the meaning set forth in Section 2.2(a)(iii).

          “Trading Day” means (a) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin Board), or (b) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean a Business Day.

          “Trading Market” means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

          “Transaction Documents” means this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and any other documents or agreements explicitly contemplated hereunder.

          “Transfer Agent” means Computershare Investor Services, the current transfer agent of the Company, with a mailing address of 350 Indiana Street, Suite 800, Golden, CO 80401, and a facsimile number of (303) 262-0604, or any successor transfer agent for the Company.

          “Triumph” has the meaning set forth in the Recitals.

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ARTICLE II.
ACQUISITION OF SHARES

     2.1 Closing.

          (a) Amount. Subject to the terms and conditions set forth in this Agreement and subject to the consummation of the Merger in accordance with the terms of the Merger Agreement, at the Closing, the Company shall issue to each Stockholder that has delivered a Letter of Transmittal (as such term is defined in the Merger Agreement) to the Company, and each such Stockholder shall, severally and not jointly, acquire from the Company, an aggregate number of shares of Series A Preferred Stock and, if applicable, Series B Preferred Stock equal to the Face Amount up to the Backstop Cap, in accordance with the Backstop Securities Percentage (as such term is defined in the Merger Agreement).

          (b) Closing. Unless this Agreement has previously terminated pursuant to Section 7.16, the closing of the transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m. (Dallas time) on the same date as the Merger Agreement Closing Date at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75021 unless another time, date or place is agreed to in writing by the Company and the Securityholder Representative (as defined in the Merger Agreement) of the Company. Except as otherwise set forth herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

     2.2 Closing Deliveries.

          (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Stockholder the following (the “Company Deliverables”):

               (i) Except for those original stock certificates that are delivered to the Escrow Agent (as such term is defined in the Merger Agreement) pursuant to the terms and conditions of the Merger Agreement and the Escrow Agreement (as such term is defined in the Merger Agreement), original stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares acquired by the Stockholders hereunder, each registered in the name of applicable Stockholder (the “Stock Certificates”);

               (ii) the Commitment Consideration, to the Stockholders in accordance with the Backstop Securities Percentage, by wire transfer of immediately available funds to the account or accounts designated in writing by such Stockholders to the Company on or prior to the Closing; provided, however, that if the full Face Amount up to the Backstop Cap is issued and the Company does not have cash available to pay the Commitment Consideration in full at Closing (such amount is referred to as the “Commitment Consideration Shortfall”), the Company shall issue to the Stockholders additional shares of Series A Preferred Stock subject to the requirement that the Stockholders’ aggregate ownership (after first taking into account any Backstop Securities issued at the Closing) is below the Series A Issuance Cap (such number of shares of Series A Preferred Stock shall be calculated by dividing (A) the Commitment Consideration Shortfall by (B) the Series A Original Issue Price (as defined in the Certificate of Designations)) and thereafter shall issue to the Stockholders additional shares of Series B Preferred Stock (such number of shares of Series B Preferred Stock shall be calculated by dividing (A) the Commitment Consideration Shortfall by (B) the Series B Original Issue Price (as defined in the Certificate of

9

Designations)) until such time as the aggregate value of the cash and Shares delivered to the Stockholders in respect of the Commitment Consideration is equal to the amount of the Commitment Consideration;

               (iii) the Support Consideration, to the Stockholders in accordance with the Backstop Securities Percentage, by wire transfer of immediately available funds to the account or accounts designated in writing by such Stockholders to the Company on or prior to the Closing; provided, however, that if the full Face Amount up to the Backstop Cap is issued and the Company does not have cash available to pay the Support Consideration in full at Closing (such amount is referred to as the “Support Consideration Shortfall”), the Company shall issue to the Stockholders additional shares of Series A Preferred Stock subject to the requirement that the Stockholders’ aggregate ownership (after first taking into account any Backstop Securities issued at the Closing and any shares of Series A Preferred Stock issued pursuant to Section 2.2(a)(ii)) is below the Series A Issuance Cap (such number of shares of Series A Preferred Stock shall be calculated by dividing (A) the Support Consideration Shortfall by (B) the Series A Original Issue Price) and thereafter shall issue to the Stockholders additional shares of Series B Preferred Stock (such number of shares of Series B Preferred Stock shall be calculated by dividing (A) the Support Consideration Shortfall by (C) the Series B Original Issue Price) until such time as the aggregate value of the cash and Shares delivered to the Stockholders in respect of the Support Consideration is equal to the amount of the Support Consideration;

               (iv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit C, executed by such counsel and addressed to the Stockholders;

               (v) a copy of a certificate issued by the Secretary of State of the State of Delaware evidencing the filing of the Certificate of Designations in the State of Delaware;

               (vi) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent and delivered at Closing instructing the Transfer Agent to deliver, on an expedited basis following any subsequent conversion of the Shares, a certificate evidencing a number of shares of Common Stock equal to (A) the number of shares of Series A Preferred Stock that such Stockholder has converted divided by (B) the Series A Original Issue Price;

               (vii) a certificate of the Secretary of the Company, dated as of the Closing Date, (A) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (B) certifying the current versions of the certificate of incorporation and bylaws of the Company, each, as amended and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;

               (viii) a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days prior to the Closing Date; and

               (ix) an updated Schedule 3.1(g), which shall be true and correct in all respects as of the Closing Date, and the Stockholder Representative shall have received a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the foregoing effect, certifying that such updated Schedule 3.1(g) is true and correct as of the Closing Date.

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ARTICLE III.
REPRESENTATIONS AND WARRANTIES

     3.1 Representations and Warranties of the Company. Except (a) as set forth in the schedules delivered herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, or (b) disclosed in the SEC Reports, the Company hereby represents and warrants to each of the Stockholders as follows:

          (a) Subsidiaries. The Company has no direct or indirect Subsidiaries other than those listed in Schedule 3.1(a) hereto. Except as disclosed in Schedule 3.1(a) hereto, the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

          (b) Organization and Qualification. The Company and each of its Subsidiaries are entities duly incorporated or otherwise organized, validly existing and in good standing under the laws of the applicable jurisdiction of its incorporation or organization (as applicable), with the requisite corporate power and authority to own or lease and use its properties and assets and to carry on their respective businesses as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by such entity makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have a Material Adverse Effect.

          (c) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the issuance of the Securities) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes, or when delivered in accordance with the terms hereof will constitute, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) (collectively, the “General Enforceability Exceptions”).

          (d) No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Securities) do not and will not (i) conflict with or violate any provisions of the Company’s or any Subsidiary’s certificate of incorporation, bylaws or otherwise result in a violation of the organizational documents of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a material breach of, or a material default under or result in the creation of any Lien upon any of the material properties or assets of the Company or any

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Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, or (iii) subject to the Required Approvals, conflict with or violate, in any material respect, any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or Governmental Authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Stockholders herein, of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company or a Subsidiary is bound or affected.

          (e) Filings, Consents and Approvals. Neither the Company nor any of its Subsidiaries is required to obtain any consent, waiver, authorization, approval or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other Governmental Authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents (including, without limitation, the issuance of the Securities), other than, to the extent required, (i) the filing with the Commission (A) of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement or (B) of any filings pursuant to the Securities and Exchange Act of 1934, as amended, (ii) filings required by applicable state securities laws, (iii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance of the Securities and the listing of the Conversion Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (v) any required compliance with or filings under the HSR Act and the expiration or termination of the applicable waiting period thereunder, (vi) the filings required in accordance with Section 4.3 of this Agreement and (vii) those that have been made or obtained prior to the date of this Agreement (collectively, the “Required Approvals”).

          (f) Issuance of the Shares and the Conversion Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of others. Assuming the accuracy of the representations and warranties of the Stockholders in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws. The Conversion Shares issuable upon conversion of the Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate of Designations, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of others. Assuming the accuracy of the representations and warranties of the Stockholders in this Agreement, the Conversion Shares will be issued in compliance with all applicable federal and state securities laws.

          (g) Capitalization. As of date hereof, the number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(g) hereto. The Company has not issued any capital stock since the date of its most recently filed SEC Report other than to reflect stock option and warrant exercises that do not, individually or in the aggregate, have a material affect on the issued and outstanding capital stock, options and other securities. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents that have not been effectively waived as of the Closing Date. Except as set forth on Schedule 3.1(g) or a result of the issuance of the Securities, as of the date hereof, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to

12

subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Stockholders) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder of the Company, the Board of Directors or others is required for the issuance of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

          (h) SEC Reports; Disclosure Materials. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports,” and the SEC Reports, together with the Disclosure Schedules, being collectively referred to as the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Conversion Shares for resale on Form S-3 or which would prevent any Stockholder from using Rule 144 to resell any Conversion Shares). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC Reports.

          (i) Financial Statements. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement). Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments (which, to the Knowledge of the Company, are not expected to be material individually or in the aggregate).

          (j) Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof and except in connection with the transactions contemplated by this Agreement and the Merger Agreement, (i) there have been no events, occurrences or developments that have had or would

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reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) the Company has not altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared, set aside or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any of its officers, directors or Affiliates, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the SEC Reports. Except for the issuance of the Securities contemplated by this Agreement and the transactions contemplated by the Merger Agreement, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

          (k) Litigation. There is no Action pending or, to the Knowledge of the Company, threatened in writing (i) against the Company or any of its Subsidiaries, (ii) which adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (iii) except as specifically disclosed in the SEC Reports, which would, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. During the five (5) years immediately proceeding the date of this Agreement, neither the Company nor any Subsidiary, nor to the Company’s Knowledge any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. During the five (5) years immediately proceeding the date of this Agreement, there has not been, and to the Company’s Knowledge there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. During the five (5) years immediately proceeding the date of this Agreement, the Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its Subsidiaries under the Exchange Act or the Securities Act.

          (l) Employment Matters. No material labor dispute exists or, to the Company’s Knowledge, is imminent with respect to any of the employees of the Company. None of the Company’s or any Subsidiary’s employees is a member of a union that relates to such employee’s relationship with the Company. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement. No executive officer of the Company or any of its Subsidiaries (as defined in Rule 501(f) of the Securities Act) has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the Company’s Knowledge, no executive officer is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and, to the Company’s Knowledge, the continued employment of each such executive officer does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance in all material respects with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours.

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          (m) Compliance. Neither the Company nor any of its Subsidiaries (i) is in material default under or in material violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a material default by the Company or any of its Subsidiaries under), nor has the Company or any of its Subsidiaries received written notice of a claim that it is in material default under or that it is in material violation of, any Material Contract (whether or not such default or violation has been waived), (ii) is in material violation of any order of any court, arbitrator or governmental body having jurisdiction over the Company or its properties or assets, or (iii) is in material violation of, or in receipt of written notice that it is in material violation of, any statute, rule or regulation of any Governmental Authority applicable to the Company.

          (n) Regulatory Permits. The Company and each of its Subsidiaries possesses all material certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted and as described in the SEC Reports (“Material Permits”), and neither the Company nor any of its Subsidiaries has received any notice of Actions relating to the revocation or modification of any such Material Permits.

          (o) Title to Assets. The Company and each of its Subsidiaries have good and marketable title in fee simple to all real property owned by them. The Company and each of its Subsidiaries have good and valid title to all tangible personal property owned by them that is material to the business of the Company and its Subsidiaries, taken as whole, in each case free and clear of all Liens except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and any of its Subsidiaries.

          (p) Patents and Trademarks. To the Company’s Knowledge, the Company and the Subsidiaries own, possess, license or have other rights to use, all material patents, patent applications, trade and service marks, trade and service mark applications and registrations, trade names, trade secrets, inventions, copyrights, licenses, technology, know-how and other intellectual property rights as necessary for use in connection with their respective businesses (collectively, the “ Intellectual Property Rights”); provided, however, that the representation and warranty in this sentence shall not be deemed or construed to be a representation or warranty with respect to violation or infringement of any intellectual property rights of any Person. Neither the Company nor any Subsidiary has received a written notice that any of the material Intellectual Property Rights owned by the Company or any Subsidiary violates or infringes upon the intellectual property rights of any Person. To the Company’s Knowledge, the use of the Intellectual Property Rights by the Company or any Subsidiary does not violate or infringe upon the intellectual property rights of any Person. There are no Actions pending or, to the Company’s Knowledge, threatened by any Person in a writing delivered to the Company or any Subsidiary that the Company’s business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of another. To the Company’s Knowledge, there is no existing infringement by another Person of any of the material Intellectual Property Rights owned by the Company or any Subsidiary. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their material trade secrets (including software source code) included in the Intellectual Property Rights and all other material confidential information of the Company or any of its Subsidiaries.

          (q) Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company

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believes to be prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any of its Subsidiaries has received any notice of cancellation of any such insurance, nor, to the Company’s Knowledge, will it or any Subsidiary be unable to renew their respective existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

          (r) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company, is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors) that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

          (s) Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences.

          (t) Sarbanes-Oxley; Disclosure Controls. The Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

          (u) Certain Fees. Except as set disclosed in Schedule 3.1(u) hereto, no person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or a Stockholder for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company. The Stockholders shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this paragraph (u) that may be due in connection with the transactions contemplated by the Transaction Documents. The Company shall indemnify, pay, and hold each Stockholder harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection with any such right, interest or claim.

          (v) Private Placement. Assuming the accuracy of the Stockholders’ representations and warranties set forth in Section 3.2 of this Agreement, no registration under the Securities Act is

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required for the issuance of the Securities by the Company to the Stockholders under the Transaction Documents. The issuance of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

          (w) Investment Company The Company is not, and immediately after issuance of the Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

          (x) Registration Rights. Other than each of the Stockholders, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company other than those securities which are currently registered on an effective registration statement on file with the Commission.

          (y) Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received written notice from any Trading Market on which the Common Stock is listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is in compliance with all listing and maintenance requirements of the Principal Trading Market on the date hereof.

          (z) Application of Takeover Protections; Rights Agreements. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Stockholders as a result of the Stockholders and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s issuance of the Shares and the Stockholders’ ownership of the Shares.

          (aa) No Integrated Offering. Assuming the accuracy of the Stockholders’ representations and warranties set forth in Section 3.2, none of the Company, its Subsidiaries nor, to the Company’s Knowledge, any of its Affiliates or any Person acting on its behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer by the Company of the Securities as contemplated hereby or (ii) cause the offering of the Shares pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated.

          (bb) Tax Matters. The Company and each of its Subsidiaries (i) have accurately and timely prepared and filed all material foreign, federal and state income and all other tax returns, reports and declarations required to be filed, (ii) have paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) have set aside on their respective books provisions

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reasonably adequate for the payment of all taxes accrued but not yet due and payable. There are no unpaid taxes in any material amount claimed in writing to be due by the Company or any of its Subsidiaries by the taxing authority of any jurisdiction.

          (cc) Environmental Matters. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries (i) is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), (ii) owns or operates any real property contaminated with any substance that is in violation of any Environmental Laws, (iii) is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or (iv) is subject to any claim relating to any Environmental Laws; and there is no pending investigation or, to the Company’s Knowledge, investigation threatened in writing that might lead to such a claim, that, in the case of each of subclauses (i)-(iv), could reasonably be expected to result in the Company incurring material liabilities under Environmental Laws.

          (dd) No General Solicitation. Neither the Company nor, to the Company’s Knowledge, any person acting on behalf of the Company has offered any of the Securities by any form of general solicitation or general advertising.

          (ee) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company (or any Subsidiary) and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in SEC Reports and is not so disclosed and would have or reasonably be expected to result in a Material Adverse Effect.

          (ff) Acknowledgment Regarding Stockholders’ Acquisition of Securities. The Company acknowledges and agrees that each of the Stockholders is acting solely in the capacity of an arm’s length acquirer with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that no Stockholder is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Stockholder or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Stockholders’ acquisition of the Securities. The Company further represents to each Stockholder that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

          (gg) Regulation M Compliance. The Company has not, and to the Company’s Knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the securities of the Company or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

          (hh) PFIC. Neither the Company nor any Subsidiary is or intends to become a “passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.

          (ii) OFAC. Neither the Company nor any Subsidiary nor, to the Company’s Knowledge, any director, officer, agent, employee, Affiliate or Person acting on behalf of the Company or any Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

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Control of the U.S. Treasury Department (“OFAC”); and the Company will not, directly or indirectly, lend, contribute or otherwise make available any proceeds to any Subsidiary, joint venture partner or other Person or entity for use towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

          (jj) No Additional Agreements. The Company does not have any agreement or understanding with any Stockholder with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

          (kk) Use of Form S-3. The Company meets the registration and transaction requirements for use of Form S-3 for the registration of the Conversion Shares for resale by the Stockholders.

          (ll) Government Contracts.

               (i) No Litigation. Except at set forth on Schedule 3.1(ll)(i), there is no Action pending or, to the Knowledge of the Company, threatened in a writing delivered to the Company against the Company or any Subsidiary, and to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is involved in any investigation, by or with any Governmental Authority relating to any permit required, or alleged by such Governmental Authority to be required, under any Healthcare Laws for the operation of its business which, if determined or resolved adversely, would prevent it from doing business with any Governmental Authority or any Person regulated by a Governmental Authority or have a material adverse impact on the ability of the Company or any of its Subsidiaries to conduct business, other than any local licensing matter that is incidental in nature.

               (ii) Fraud and Abuse. The Company and its Subsidiaries and their respective officers, directors and employees are not knowingly engaged in any activities that are prohibited under 42 U.S. Code Section 1320a-7a and 7b and 42 U.S. Code Section 1395nn, or the regulations promulgated pursuant to such statutes or similar or related state or local statutes or regulations.

               (iii) Compliance with Healthcare Laws. The Company and its Subsidiaries are conducting their business and operations in compliance in all material respects with, and neither the Company nor any of its Subsidiaries or any of their respective officers, directors or employees is engaged in any activities that would constitute a material violation of, any applicable Healthcare Laws. Without limiting the generality of the foregoing:

                    (A) to the Knowledge of the Company, there is no civil, criminal or administrative action, suit, demand, claim, complaint, hearing, investigation, notice, demand letter, warning letter, proceeding or request for information related to material noncompliance with, or otherwise involving, any Healthcare Laws pending against the Company or any of its Subsidiaries;

                    (B) to the extent required by any Healthcare Laws, any remuneration exchanged between the Company or any of its Subsidiaries and their respective customers, suppliers, contractors, consultants or other entities with which they have a business relationship, in all material respects, is commercially reasonable, was negotiated at arms-length and represents the fair market value for rendered services;

                    (C) neither the Company nor any of its Subsidiaries (i) is a party to a corporate integrity agreement, (ii) has any continuing material reporting obligations pursuant to a settlement agreement, plan of correction, or other remedial measure entered into with any Governmental

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Authority, or (iii) has been served with or received any pending search warrants, subpoenas, or civil investigative demands from any Governmental Authority related to its material business operations, except as set forth on Schedule 3.1(ll)(iii)(C);

                    (D) neither the Company nor any of its Subsidiaries is relying on any exemption from or deferral of any Healthcare Law that would not be available after the Closing; and

                    (E) (i) except as set forth on Schedule 3.1(ll)(iii)(E) neither the Company nor any of its Subsidiaries has outstanding overpayments or refunds due to Governmental Programs in excess of $10,000 and (ii) the Company and its Subsidiaries have paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments that have become due to Governmental Programs other than any refund, overpayment, discount or adjustment that occurs in the ordinary course of business.

               (iv) HIPAA Compliance. The Company and its Subsidiaries are in compliance in all material respects and to the extent currently applicable, with the provisions of the Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery Act of 2009, and all regulations thereunder, including the Transaction Code Set Standards, the Privacy Rules and the Security Rules set forth at 45 C.F.R. Parts 160 and 164.

               (v) Prescription Drug Purchases. The purchase of prescription drugs and related items by the Company and its Subsidiaries is being conducted pursuant to the proper classification of the identity and status of the purchaser of such prescription drugs and/or related items and, in all material respects, in accordance with all applicable Healthcare Laws and contracts.

               (vi) Status of Persons. During the five (5) years preceding the Closing, neither the Company or any of its Subsidiaries nor any of their current respective officers or directors: (A) has been convicted of or charged with any violation of any law related to any Governmental Programs (B) has been convicted of, charged with, or received a notice of being investigated for any violation of law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; or (C) is excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in any Governmental Programs or, to the Company’s Knowledge, has been convicted of violating any law that is reasonably expected to serve as the basis for any such exclusion, suspension, debarment or other ineligibility. During the five (5) years preceding the Closing, neither the Company nor any of its Subsidiaries has received any written notice indicating that they or any of their respective officers or directors may be excluded or suspended from participation in Governmental Programs.

               (vii) Manufacturer Discounts and Rebates. The Company and its Subsidiaries have properly documented, accounted for and disclosed to its customers all material manufacturer discounts, rebates, incentive payments, administrative fees and remuneration from pharmaceutical manufacturers and are in material compliance with Healthcare Laws (including, without limitation, the provisions of ERISA), and any material policies and contractual requirements of manufacturers and health plans regarding such manufacturer discounts, rebates, incentive payments, administrative fees and remuneration.

     3.2 Representations and Warranties of the Stockholders. Each Stockholder, severally but not jointly, hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

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          (a) Organization; Authority. If such Stockholder is an entity, such Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate, or, if such Stockholder is not a corporation, then partnership, limited liability company or other power and authority, as applicable, to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. If such Stockholder is an entity, the execution and delivery of this Agreement by such Stockholder and the performance by such Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Stockholder is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Stockholder. If such Stockholder is an individual, the execution, delivery and performance of this Agreement and the other agreements and instruments to be executed by such Stockholder in connection herewith, and the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on behalf of such Stockholder. Each Transaction document to which it is a party has been duly executed by such Stockholder, and when delivered by such Stockholder in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by the General Enforceability Exceptions.

          (b) No Conflicts. The execution, delivery and performance by such Stockholder of the Transaction Documents to which it is a party and the consummation by such Stockholder of the transactions contemplated hereby or thereby do not and will not (i) conflict with or violate any provisions of such Stockholder’s certificate of incorporation, bylaws or otherwise result in a violation of the organizational documents such Stockholder, (ii) conflict with, or constitute a material breach of, or a material default under or result in the creation of any Lien upon any of the properties or assets of such Stockholder or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture or instrument to which such Stockholder is a party, or (iii) subject to any approvals required to be obtained by such Stockholder pursuant to and in connection with any of the Transaction Documents, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or Governmental Authority to which such Stockholder is subject, or by which any property or asset of such Stockholder is bound or affected.

          (c) Investment Intent. Such Stockholder understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a view to, or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities laws; provided, however, that by making the representations herein, such Stockholder does not agree to hold any of the Securities for any minimum period of time and reserves the right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. Such Stockholder is acquiring the Shares hereunder in the ordinary course of its business. Such Stockholder does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Shares (or any securities which are derivatives thereof) to or through any person or entity; such Stockholder is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer.

          (d) Stockholder Status. At the time such Stockholder was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.

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          (e) General Solicitation. Such Stockholder is not acquiring the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement.

          (f) Experience of Such Stockholder. Such Stockholder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Stockholder is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. Notwithstanding anything to the contrary contained in this Agreement or in the Merger Agreement, any evaluation by such Stockholder in no way affects the indemnification obligations of the Company set forth in the Merger Agreement.

          (g) Access to Information. Such Stockholder acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares. Neither such inquiries nor any other investigation conducted by or on behalf of such Stockholder or its representatives or counsel shall modify, amend or affect such Stockholder’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Stockholder has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares. Notwithstanding anything to the contrary contained in this Agreement or in the Merger Agreement, any investigation by such Stockholder in no way affects the indemnification obligations of the Company set forth in the Merger Agreement.

          (h) Brokers and Finders. Except as disclosed on Schedule 3.2(h) hereto, no Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Stockholder for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Stockholder.

          (i) Independent Investment Decision. Such Stockholder has independently evaluated the merits of its decision to acquire Securities pursuant to the Transaction Documents. Such Stockholder understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Stockholder in connection with the acquisition of the Shares constitutes legal, tax or investment advice. Such Stockholder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition of the Shares.

          (j) Reliance on Exemptions. Such Stockholder understands that the Shares are being offered to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Stockholder’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Stockholder set forth herein in order to determine the availability of such exemptions and the eligibility of such Stockholder to acquire the Shares.

          (k) No Governmental Review. Such Stockholder understands that no federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

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          (l) Regulation M. Such Stockholder is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Stockholders.

          (m) Residency. Such Stockholder’s residence (if an individual) or offices in which its investment decision with respect to the Shares was made (if an entity) are located at the address immediately below such Stockholder’s name on its signature page hereto.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

     4.1 Transfer Restrictions.

          (a) Compliance with Laws. Notwithstanding any other provision of this Article IV, each Stockholder covenants that the Securities may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Securities other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 (provided that the Stockholder provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or (iv) in connection with a bona fide pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights of a Stockholder under this Agreement and the Registration Rights Agreement with respect to such transferred Securities.

          (b) Legends.

               (i) (A) Certificates evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c):

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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          (B) Certificates evidencing the Shares shall also bear a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(f):

THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE BACKSTOP SECURITIES AGREEMENT DATED NOVEMBER 3, 2009, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY SUCH RESTRICTIONS CONTAINED IN SUCH BACKSTOP SECURITIES AGREEMENT.

          The Company acknowledges and agrees that a Stockholder may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with such pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Stockholder transferee of such pledge. No notice shall be required of such pledge, but Stockholder’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Stockholder acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Stockholder and its pledgee or secured party. At the appropriate Stockholder’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Stockholder acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).

          (c) Removal of Legends. The legend set forth in Section 4.1(b)(A) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery, with respect to Affiliates, to the extent permitted, at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Securities are registered for resale under the Securities Act (provided that, if the Stockholder is selling pursuant to the effective registration statement registering the Securities for resale, the Stockholder agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the removal of the legend shall be borne by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company will no later than three (3) Trading Days following the delivery by a Stockholder to the Company (with notice to the Company) of (x) a legended certificate representing

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Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and (y) an opinion of counsel to the extent required by Section 4.1(a) (such third (3rd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Stockholder a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c). Certificates for Securities subject to legend removal hereunder may be transmitted by the Transfer Agent to the Stockholders by crediting the account of the Stockholder’s prime broker with DTC as directed by such Stockholder.

          (d) Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in the form of Exhibit D attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d) (or instructions that are consistent therewith) will be given by the Company to its transfer agent in connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Stockholder. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.1(d), that a Stockholder shall be entitled to seek, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss (but upon proof of all other requirements for the grant of such relief) and without any bond or other security being required.

          (e) Acknowledgement. Each Stockholder hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise transfer the Securities or any interest therein without complying with the requirements of the Securities Act. Each Stockholder, severally and not jointly with the other Stockholders, agrees that if it is notified by the Company in writing at any time that the Registration Statement registering the resale of the Conversion Shares is not effective or that the prospectus included in such Registration Statement no longer complies with the requirements of Section 10 of the Securities Act, the Stockholder will refrain from selling such Conversion Shares until such time as the Stockholder is notified by the Company that such Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act, unless such Stockholder is able to, and does, sell such Conversion Shares pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act.

          (f) Buy-In. If the Company shall fail for any reason or for no reason to issue to a Stockholder unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Stockholder, if on or after the Trading Day immediately following such three (3) Trading Day period, such Stockholder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Stockholder anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Stockholder’s request and in such Stockholder’s sole discretion, either (i) pay cash to the Stockholder in an amount equal to such Stockholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Stockholder a certificate or certificates representing such shares of Common Stock and pay cash to the

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Stockholder in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock multiplied by (b) the Closing Bid Price on the Deadline Date.

          (g) Lock-Up. Notwithstanding anything to the contrary contained in this Section 4.1, for a period of six (6) months immediately beginning on the Closing Date, no Stockholder shall transfer or otherwise dispose of any Shares held by it without the prior written consent of the Company; provided, however, that the restriction on transfer and disposition set forth in this Section 4.1(g) shall not prohibit any Stockholder from converting any Shares held by it to Common Stock in accordance with the terms of the Certificate of Designations; provided, further, that the restriction on transfer and disposition set forth in this Section 4.1(g) shall not apply to any Conversion Shares issued upon any such conversion.

     4.2 Integration. The Company shall not, and shall use its reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the issuance of the Shares in a manner that would require the registration under the Securities Act of the issuance of the Shares to the Stockholders, or that will be integrated with the issuance of the Shares for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

     4.3 Securities Laws Disclosure; Publicity. By 9:00 A.M., New York City time, on the Trading Day immediately following the date hereof, the Company shall issue a press release (the “Press Release”) disclosing all material terms of the transactions contemplated hereby. On or before 9:00 A.M., New York City time, on the second (2^nd) Trading Day immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K with the Commission describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Stockholder or an Affiliate of any Stockholder, or include the name of any Stockholder or an Affiliate of any Stockholder in any Press Release or filing with the Commission (other than the Registration Statement) or any regulatory agency or Trading Market, without the prior written consent of such Stockholder, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement or (B) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (ii) to the extent such disclosure is required by law, request of the Staff of the Commission or Trading Market regulations, in which case the Company shall provide the Stockholders with prior written notice of such disclosure permitted under this subclause (ii).

     4.4 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Stockholder is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Stockholder could be deemed to trigger the provisions of any such plan or arrangement, in either case solely by virtue of receiving Securities under the Transaction Documents.

     4.5 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, including this Agreement, or as expressly required by any applicable securities law, and except for information provided to any representative or designee of any Stockholder in his or her capacity as a director of the Company, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will, from and after the Closing, provide any Stockholder or any of their respective agents or counsel with any information regarding the

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Company that the Company believes constitutes material non-public information without the express prior written consent of such Stockholder, unless prior thereto such Stockholder shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Stockholder shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

     4.6 Principal Trading Market Listing. In the time and manner required by the Principal Trading Market, the Company shall prepare and file with such Principal Trading Market an additional shares listing application covering all of the Conversion Shares and shall use its reasonable best efforts to take all steps necessary to cause all of the Conversion Shares to be approved for listing on the Principal Trading Market as promptly as possible thereafter.

     4.7 Form D; Blue Sky. The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof, promptly upon the written request of any Stockholder. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares for sale to the Stockholders under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon the written request of any Stockholder.

     4.8 No Adjustments in Share Numbers and Prices. The Company shall not effect any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event prior to the Closing.

     4.9 Standstill. During the period from the Closing Date until one (1) year following the date that a Stockholder ceases to own any shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, such Stockholder shall not, and shall cause its respective Affiliates not to, without the prior consent of a majority of the disinterested Board of Directors, (a) acquire or agree, offer, seek or propose to acquire ownership of any additional equity or debt of the Company (or any rights or options to acquire such ownership) other than (i) securities acquired pursuant to this Agreement and any securities acquired upon the conversion thereof and (ii) any securities acquired pursuant to the terms of the Certificate of Designations and any securities acquired upon the conversion thereof, (b) offer, seek or propose a merger, consolidation, or similar transaction involving the Company, (c) offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the Company, or (d) seek or propose to influence or control the management or policies of the Company or obtain representation on the Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the Company or request a list of the Company’s stockholders. The foregoing restriction is expressly agreed not to preclude any Stockholder from engaging in any swap, hedge, forward contract, straddle, or other similar arrangement with respect to or in respect of the Shares, Conversion Shares or any other Securities acquired pursuant to the terms of the Certificate of Designations or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares, Conversion Shares or other Securities acquired pursuant to the terms of the Certificate of Designations, including any purchases or sales of any additional equity or debt securities of the Company by such Stockholder in respect of any such arrangements and any such arrangement that transfers in whole or in part to any Person (other than such Stockholder) the economic consequences of ownership of such securities. It shall not be a breach of the provisions of this Section 4.9 if any of the actions described above are taken by or on behalf any portfolio company of any investment fund managed by TA Associates, Inc. or any limited partner of any investment fund managed by TA Associates, Inc. (other than any limited partner which is controlled by TA Associates, Inc. and is an affiliate of TA Associates, Inc. in a capacity other than as a limited partner of any of the investment funds managed by

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TA Associates, Inc.). Notwithstanding anything to the contrary contained in this Section 4.9, BNP Paribas and its Affiliates may engage in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business (including purchasing securities, assets or indebtedness of the Company or any of its subsidiaries or Affiliates and including any activities conducted by BNP Paribas or its Affiliates’ portfolio companies in the ordinary course of their business).

     4.10 Board Configuration.

          (a) Size. At any time the Stockholders are entitled to appoint a Series A Director (as defined below), the Board of Directors shall promptly convene a special meeting of the Board of Directors to increase the number of directors constituting the Board of Directors by such number of directors as the Stockholders are entitled to appoint and to take any actions required in connection with the appointment of the Series A Director(s).

          (b) Appointment Right. At any time when one or more Stockholders holds any shares of Series A Preferred Stock, then for so long as the Stockholders hold Securities representing in the aggregate at least 5% of the Company’s issued and outstanding shares of Common Stock (calculated on an as-converted basis and assuming conversion of all shares of Series B Preferred Stock then outstanding into shares of Series A Preferred Stock pursuant to Section 5 of the Certificate of Designations and the conversion of all shares of Series A Preferred Stock, including all such converted shares of Series B Preferred Stock, into Common Stock) (the “5% Threshold”), the Stockholder Representative, on behalf of all Stockholders, shall have the right to appoint a total of one (1) member to the Board of Directors. At any time when one or more Stockholders holds any shares of Series A Preferred Stock, then for so long as the Stockholders hold Securities representing in the aggregate at least 15% of the Company’s issued and outstanding shares of Common Stock (calculated on an as-converted basis and assuming conversion of all shares of Series B Preferred Stock then outstanding into shares of Series A Preferred Stock pursuant to Section 5 of the Certificate of Designations and the conversion of all shares of Series A Preferred Stock, including all such converted shares of Series B Preferred Stock, into Common Stock (the “15% Threshold” and together with the 5% Threshold, each an “Ownership Threshold”), the Stockholder Representative, on behalf of all Stockholders, shall have the right to appoint a total of two (2) members to the Board of Directors. Any director appointed pursuant to the terms of this Section 4.10(b) or nominated pursuant to Section 4.10(c) is sometimes referred to herein as a “Series A Director.”

          (c) Nomination Right. At any time when no Stockholder holds any shares of Series A Preferred Stock but the Stockholders nevertheless continue to satisfy an Ownership Threshold, the Company shall include the Series A Directors on the Board of Director’s proposed slate of nominees at any election of directors held during such period. The Board of Directors shall recommend that the stockholders of the Company vote to elect the Series A Directors as directors of the Company and the Company shall use reasonable best efforts to cause the election of the Series A Directors at any meeting of stockholders of the Company held between the date hereof and the date on which the Stockholders no longer have a right to appoint a Series A Director.

          (d) Term. The Series A Directors shall serve for terms in accordance with the Company’s bylaws, as amended.

          (e) Vacancy; Removal. A vacancy in any directorship provided for pursuant to Section 4.10(b) hereof shall be filled in accordance with such Section 4.10(b) by the Stockholder Representative, on behalf of all Stockholders. Any director elected as provided in Section 4.10(b) may be removed without cause by, and only by, the Stockholder Representative, on behalf of all Stockholders.

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          (f) Regulatory Compliance. The Stockholders and the Company shall review the Board of Directors configuration for compliance with applicable laws rules and regulations (including applicable stock exchange rules) from time to time and the foregoing rights shall be suspended with the consent of the Stockholder Representative, on behalf of all Stockholders, which consent shall not be unreasonably withheld or delayed, to the extent necessary to be in compliance with such rules and regulations.

          (g) Additional Board Matters. The Series A Directors, in their roles as directors, shall be provided with such financial, operating, performance and other information, and such access to management and employees, as they shall reasonably request, on the same terms as such information is provided to the other members of the Board of Directors.

          (h) Suitability. Any individual appointed or nominated as a Series A Director by the Stockholder Representative shall be reasonably acceptable to the Company or the appropriate committee of the Board of Directors and, prior to such appointment or nomination, shall complete a director questionnaire as may be requested by the Company in accordance with its customary practices with respect to all directors of the Company.

          (i) Pre-Clearance of Board Designees. The initial Series A Directors are proposed to be Charles A. Allen and Michael S. Berk and the alternate designees are proposed to be Tad S. Yanagi and Richard D. Tadler (the “Alternate Designees”), and the Nominating Committee of the Board of Directors has preliminarily determined that, subject to completion of customary background checks, and completion by each of them of a director questionnaire in accordance with its customary practices, each of them is qualified to serve as a member of the Board of Directors. Prior to the Closing, the Nominating Committee of the Board of Directors shall determine in good faith whether each of the Series A Directors and the Alternate Designees are eligible to serve as a member of the Board of Directors under applicable law, including the Exchange Act and the rules and regulations of the New York Stock Exchange.

     4.11 Special Meeting. The Company hereby covenants to use reasonable best efforts to obtain stockholder approval under NYSE Rule 312.03(c) (“Stockholder Approval”) within three (3) months after the Closing. If Stockholder Approval is obtained, all of the then issued and outstanding shares of Series B Preferred Stock shall immediately convert into such number of shares of Series A Preferred Stock as set forth in the Certificate of Designations. If Stockholder Approval is not obtained at such special meeting, the Company will resubmit the proposal to its stockholders at its next annual meeting (the “First Annual Meeting”) and successive annual meetings until Stockholder Approval is obtained. In addition, the Stockholders will have one (i) demand right to compel the Company to call a special meeting to obtain Stockholder Approval no sooner than three (3) months after the First Annual Meeting if such Stockholder Approval has not been obtained.

     4.12 Amendment to Credit Facility. From and after the date of this Agreement for so long as there are Securities outstanding, without the prior written consent of the Stockholder Representative (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not waive, modify, amend or supplement any term or condition set forth in the Company’s senior credit facility to be entered into on or about the Closing Date if such waiver, modification, amendment or supplement would adversely affect the Company’s ability to (a) use the proceeds of any equity offering to redeem Shares, (b) pay any amount due under Section 4.1(f) immediately upon such amount becoming due and payable or (c) pay any liquidated damages required to be paid pursuant to Section 2(d) the Registration Rights Agreement.

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ARTICLE V.
CONDITIONS PRECEDENT TO CLOSING

     5.1 Conditions Precedent to the Obligations of the Stockholders. The obligation of the Stockholders to acquire the Shares at the Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Stockholder Representative:

          (a) Representations and Warranties. The representations and warranties of the Company shall be true and correct in all respects (determined without regard to any materiality or Material Adverse Effect qualifications contained in any representation or warranty), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except for such inaccuracies which, in the aggregate, would not be reasonably likely to have a Material Adverse Effect, and the Stockholder Representative shall have received a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the foregoing effect.

          (b) Performance. The Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Stockholder Representative shall have received a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the foregoing effect.

          (c) No Injunction. There shall not be in effect any order, judgment or decree by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

          (d) Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the issuance of the Shares (including all Required Approvals to be obtained at or prior to the Closing), all of which shall be and remain so long as necessary in full force and effect.

          (e) Authorization. The Board of Directors shall have duly adopted resolutions in the form reasonably satisfactory to the Stockholders and shall have taken all action necessary for the purpose of authorizing the Company to consummate all of the transactions contemplated hereby (including, without limitation, the issuance of the Securities, all in transactions not constituting “purchases” for purposes of Section 16(b) of the Exchange Act, in accordance with Rule 16b-3 promulgated thereunder (provided that the Stockholders are deemed to be “deputized directors” for purposes of such Section 16(b)).

          (f) Adverse Changes. From the date hereof and prior to Closing, there shall not have been or occurred, and in either case, be continuing, any event, change, occurrence, circumstance or development that, individually or in the aggregate with any such events, changes, occurrences, circumstances or developments, has had or would reasonably be expected to have a Material Adverse Effect.

          (g) Filing of Certificate of Designations. The Certificate of Designations shall have been filed and accepted by the Secretary of State of the State of Delaware and the Stockholders shall have received written evidence of the same.

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          (h) No Suspensions of Trading in Common Stock. The Common Stock shall not have been suspended, as of the Closing Date, by the Commission or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the Commission or the Principal Trading Market have been threatened, as of the Closing Date, either (i) in writing by the Commission or the Principal Trading Market or (ii) by falling below the minimum listing maintenance requirements of the Principal Trading Market.

          (i) Director Elections. (A) If the 5% Threshold will be satisfied at the Closing, one of the initial Series A Directors shall have been elected to the Board of Directors or, if neither Series A Director is eligible to serve on the Board of Directors in accordance with Section 4.10(i), one of the Alternate Designees shall have been elected to the Board of Directors if such Alternate Designee is eligible to serve on the Board of Directors in accordance with Section 4.10(i), or (B) if the 15% Threshold will be satisfied at the Closing, each of the initial Series A Directors shall have been elected to the Board of Directors or, if one or both of the initial Series A Directors are not eligible to serve on the Board of Directors in accordance with Section 4.10(i), one or both of the Alternate Designees shall have been elected to the Board of Directors if such Alternate Designees are eligible to serve on the Board of Directors in accordance with Section 4.10(i).

          (j) Certificate of Elimination. The Company shall have filed a Certificate of Elimination, in a form reasonably acceptable to the Stockholder Representative, with respect to the Company’s Series B Cumulative Convertible Preferred Stock.

          (k) Consummation of the Merger. The Merger shall have closed or shall close concurrently with the transactions contemplated by this Agreement, and the Company shall otherwise be obligated under the Merger Agreement to issue the Backstop Securities.

          (l) Company Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).

     5.2 Conditions Precedent to the Obligations of the Company. The Company’s obligation to issue the Shares at the Closing to the Stockholders is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

          (a) Representations and Warranties. The representations and warranties of Stockholders shall be true and correct in all respects (determined without regard to any materiality or material adverse effect qualifications contained in any representation or warranty), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except for such inaccuracies which, in the aggregate, would not be reasonably likely to have a material adverse effect on the Stockholders’ ability to consummate the transactions contemplated hereby, and the Company shall have received a certificate signed by the Stockholder Representative, dated as of the Closing Date, to the foregoing effect.

          (b) Performance. The Stockholders shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Stockholders on or prior to the Closing Date, and the Company shall have received a certificate signed the Stockholder Representative, dated as of the Closing Date, to the foregoing effect.

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          (c) No Injunction. There shall not be in effect any order, judgment or decree by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and the Company shall have received a certificate signed by the Stockholder Representative, dated as of the Closing Date, to the foregoing effect.

          (d) Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the issuance the Shares (including all Required Approvals to be obtained at or prior to the Closing).

          (e) Consummation of the Merger. The Merger shall have closed or shall close concurrently with the transactions contemplated by this Agreement, and the Company shall be obligated under the Merger Agreement to issue the Backstop Securities.

ARTICLE VI.
INDEMNIFICATION

     6.1 Survival. The representations, warranties, covenants and agreements of the Company, on the one hand, and Stockholders, on the other hand, contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) will survive the Closing Date but only to the extent specified below:

          (a) All covenants and agreements contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant to Sections 5.1(a) and (b) and 5.2(a) and (b)) will survive the Closing Date in accordance with their respective terms.

          (b) The representations and warranties contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant to Sections 5.1(a) and (b) and 5.2(a) and (b)) will survive the Closing Date until such date that is sixteen (16) months from the Closing Date.

          (c) Notwithstanding anything in this Agreement to the contrary, any claim made with reasonable specificity by the party seeking to be indemnified within an applicable survival period shall survive until such claim is finally and fully resolved.

     6.2 Indemnification by the Stockholders. Subject to the limitations set forth in this Article VI, each Stockholder, on a several and not joint basis (as provided in Section 6.6(a)), will indemnify and hold harmless the Company and its successors and permitted assigns, officers, employees, directors, managers, members, partners, stockholders and agents and their heirs and personal representatives (collectively, the “Company Indemnitees”) from and against, and will pay to the Company Indemnitees the amount of, any and all Losses actually incurred by any of the Company Indemnitees based upon (a) any failure of the representations and warranties of such Stockholder contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) to be true and correct (i) as of the date hereof or (ii) in all material respects as of the Closing Date, or, with respect to any representations and warranties that address matters as of a particular date other than the date hereof or the Closing Date, the failure of such representations and warranties to be true and correct as of such date or (b) any breach of the covenants or agreements of such Stockholder contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant to Sections 5.1(a) and (b) and 5.2(a) and (b)).

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     6.3 Indemnification of the Stockholders. Subject to the limitations set forth in this Article VI, the Company will indemnify the Stockholders, their Affiliates and their respective successors and permitted assigns, officers, employees, directors, managers, members, partners, stockholders and agents and their heirs and personal representatives (collectively, the “Stockholder Indemnitees”) from and against, and will pay to the Stockholder Indemnitees the amount of, any and all Losses actually incurred by any of the Stockholder Indemnitees based upon (a) any failure of the representations and warranties of the Company contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) to be true and correct (i) as of the date hereof or as (ii) in all material respects as of the Closing Date, or, with respect to any representations and warranties that address matters as of a particular date other than the date hereof or the Closing Date, the failure of such representations and warranties to be true and correct as of such date) or (b) any breach of the covenants or agreements of the Company contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant to Sections 5.1(a) and (b) and 5.2(a) and (b)).

     6.4 Exclusive Remedy. The parties agree that, from and after the Closing Date, the exclusive remedies of the parties for any Losses based upon, arising out of or otherwise in respect of the matters set forth in this Agreement are the indemnification obligations of the parties set forth in this Article VI. The provisions of this Section 6.4 shall not, however, prevent or limit a cause of action (a) under Section 7.12 to obtain an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions hereof or (b) based on fraud.

     6.5 Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the right to indemnification under this Article VI is limited as follows:

          (a) Except in the case of fraud, the Stockholder Indemnitees shall not be entitled to assert any claims for Losses pursuant to this Article VI until such time that the aggregate amount of all such Losses suffered by the Stockholder Indemnitees pursuant to this Article VI exceeds $1,000,000 (the “Deductible”), and in such event, the Stockholder Indemnitees shall be entitled to recover the amount of such Losses in excess of the Deductible; provided, however, that the aggregate amount required to be paid by the Company pursuant to its indemnification obligations under Section 6.3 or any other liability that might arise out of this Agreement shall in no event exceed ten percent (10%) of the Face Amount and the Company shall have no liability to any Stockholder Indemnitee for, and such Stockholder Indemnitee shall have no right to recover from the Company for, any amount of Losses which exceeds (and from and after the time such Losses exceed) such amount.

          (b) Except in the case of fraud committed by a Stockholder (in which case, any claim for Losses suffered as a result of such fraud shall be brought only against such Stockholder alleged to have committed such fraud), the aggregate amount required to be paid by the Stockholders pursuant to their respective indemnification obligations under Section 6.2 or any other liability that might arise out of this Agreement shall in no event exceed ten percent (10%) of the Face Amount and the Stockholders shall not have any liability to any Company Indemnitee for, and such Company Indemnitee shall have no right to recover from the Stockholders for, any amount of Losses which exceeds (and from and after the time such Losses exceed) such amount.

          (c) For the purpose of calculating Losses under this Article VI after a breach has occurred (and for the sake of clarity, not for the purpose of determining whether a breach has occurred), (i) any and all materiality or Material Adverse Effect qualifications (or similar qualifications) in the representations, warranties, covenants and agreements shall be disregarded and (ii) any amounts actually received from insurers or third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery shall reduce the amount of Losses for determining the amount of the indemnity obligation under this Article VI.

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          (d) Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any Stockholder Indemnitee or any Company Indemnitee, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby.

          (e) Any Loss for which any Stockholder Indemnitee is entitled to indemnification under this Section 6.5 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement.

          (f) In no event shall any Stockholder be obligated to indemnify any Company Indemnitee for any Losses pursuant to this Article VI that are (i) attributable to a breach of this Agreement by any other Stockholder or (ii) in the event that more than one Stockholder is obligated to indemnify the Company for any Losses pursuant to this Article VI, in excess of such Stockholder’s pro rata percentage of such Losses based on the number of Shares held by such indemnifying Stockholders.

     6.6 Procedures.

          (a) Notice of Losses by Company Indemnitee. Subject to the limitations set forth in this Article VI, as soon as reasonably practicable after a Company Indemnitee has actual knowledge of any claim that it has under this Article VI that may result in a Loss (a “Company Claim”), such Company Indemnitee shall give written notice thereof (a “Company Claim Notice”) to the Stockholder Representative. A Company Claim Notice must describe the Company Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Company Indemnitee. No delay in or failure to give a Company Claim Notice to the Stockholder Representative pursuant to this Section 6.6(a) will adversely affect any of the other rights or remedies that the Company Indemnitees have under this Agreement, or alter or relieve the Stockholders of their obligation to indemnify the applicable Company Indemnitee, except to the extent (and only to the extent) that the Stockholders are, directly or indirectly, materially prejudiced thereby. The Stockholder Representative shall respond to the Company (a “Company Claim Response”) on behalf of the Stockholders within thirty (30) days (the “Company Claim Response Period”) after the date that the Company Claim Notice is sent by the Company. Any Company Claim Response must specify whether or not the Stockholder Representative disputes the Company Claim described in the Company Claim Notice. If the Stockholder Representative fails to give a Company Claim Response within the Company Claim Response Period, the Stockholder Representative will be deemed not to dispute the Company Claim described in the related Company Claim Notice. If the Stockholder Representative elects not to dispute a Company Claim described in a Company Claim Notice, whether by failing to give a timely Company Claim Response or otherwise, then the amount of Losses alleged in such Company Claim Notice will be conclusively deemed to be an obligation of the Stockholders, and each Stockholder shall pay, at the election of such Stockholder, in cash, in Shares (with each Share deemed valued at the Series A Original Issue Price or the Series B Original Issue Price, as applicable) or in some combination thereof, and in accordance with the Backstop Securities Percentage, to the Company within fifteen (15) days after the last day of the applicable Company Claim Response Period the amount specified in the Company Claim Notice. If the Stockholder Representative delivers a Company Claim Response within the Company Claim Response Period indicating that it disputes one or more of the matters identified in the Company Claim Notice, the Company and the Stockholder Representative shall promptly meet and use their reasonable best efforts to settle the dispute. If the Company and the Stockholder Representative are unable to reach agreement within thirty (30) days after the conclusion of the Company Claim Response Period, then either the Company or the Stockholder Representative may resort to other legal remedies contained in this Article VI.

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          (b) Notice of Losses by Stockholder Indemnitee. Subject to the limitations set forth in this Article VI, as soon as reasonably practicable after a Stockholder Indemnitee has actual knowledge of any claim that it has under this Article VI that may result in a Loss (a “Stockholder Claim”), such Stockholder Indemnitee shall cause the Stockholder Representative to give written notice thereof (a “Stockholder Claim Notice” and, together with a Company Claim Notice, a “Notice”) to the Company. A Stockholder Claim Notice must describe the Stockholder Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Stockholder Indemnitee. No delay in or failure to give a Stockholder Claim Notice by the Stockholder Representative to the Company pursuant to this Section 6.6(b) will adversely affect any of the other rights or remedies that Stockholder Indemnitees have under this Agreement, or alter or relieve the Company of its obligation to indemnify the applicable Stockholder Indemnitee, except to the extent (and only to the extent) that the Company is, directly or indirectly, materially prejudiced thereby. The Company shall respond to the Stockholder Representative (a “Stockholder Claim Response”) within thirty (30) days (the “Stockholder Claim Response Period”) after the date that the Stockholder Claim Notice is sent by the Stockholder Representative. Any Stockholder Claim Response must specify whether or not the Company disputes the Stockholder Claim described in the Stockholder Claim Notice. If the Company fails to give a Stockholder Claim Response within the Stockholder Claim Response Period, the Company will be deemed not to dispute the Stockholder Claim described in the related Stockholder Claim Notice. If the Company elects not to dispute a Stockholder Claim described in a Stockholder Claim Notice, whether by failing to give a timely Stockholder Claim Response or otherwise, then the amount of Losses alleged in such Stockholder Claim Notice will be conclusively deemed to be an obligation of the Company, and the Company shall pay, in cash, to the Stockholders in accordance with their respective pro rata percentages based on of the number of Shares held by each Stockholder at the time of such Company Claim Notice within fifteen (15) days after the last day of the applicable Stockholder Claim Response Period the amount specified in the Stockholder Claim Notice. If the Company delivers a Stockholder Claim Response within the Stockholder Claim Response Period indicating that it disputes one or more of the matters identified in the Stockholder Claim Notice, the Company and the Stockholder Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute. If the Company and the Stockholder Representative are unable to reach agreement within thirty (30) days after the conclusion of the Stockholder Claim Response Period, then either the Company or the Stockholder Representative may resort to other legal remedies contained in this Article VI. For all purposes of this Article VI (including those pertaining to disputes under Section 6.6(a) and this Section 6.6(b)), the Company and the Stockholder Representative shall cooperate with and make available to the other party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the resolution of such disputes.

          (c) Opportunity to Defend Third Party Claims. In the event of any claim by a third party against a Company Indemnitee or Stockholder Indemnitee for which indemnification is available hereunder, the party obligated to provide indemnification, as applicable (each, an “Indemnifying Party”), has the right, exercisable by written notice to the Company or the Stockholder Representative, as applicable, within thirty (30) days of receipt of a Notice from the Company or the Stockholder Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall have acknowledged in writing to the Indemnitee its obligation to indemnify such Indemnitee as provided hereunder with respect to such claim to the extent required hereunder. If the Indemnifying Party has assumed such defense as provided in this Section 6.6(c), the Indemnifying Party will not, except as expressly permitted in this Section 6.6(c), be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. In the event that the Indemnifying Party elects to assume the defense of a third party claim as contemplated herein, the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose at its sole expense; provided, however, that the

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Indemnifying Party shall pay the fees and expenses of such separate counsel if the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with defending such claim or the Indemnitee shall have been advised by counsel that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel, but only to the extent of such conflict of interest; provided, further, that the Indemnifying Party shall not, in connection with any such third party claim or separate but substantially similar third party claims arising out of the same general allegations, be required to pay the fees and disbursements of more than one separate firm of attorneys at any time for all Indemnitees in any jurisdiction. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 6.6(c), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article VI) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (a) provides for injunctive or other nonmonetary relief affecting the Indemnitee or (b) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. In any such third party claim, the party responsible for the defense of such claim hereunder shall, to the extent reasonably requested by the other applicable parties, keep such other applicable parties informed as to the status of such claim, including all settlement negotiations and offers. Notwithstanding anything in this Section 6.6(c) to the contrary, no Indemnifying Party shall have the right to defend any such claim (but may participate, at its own expense, in the defense of such claim) if such claim.

     6.7 Reliance. The rights of the Stockholder Indemnitees to indemnification for the representations and warranties of the Company set forth in this Agreement are part of the basis of the bargain contemplated by this Agreement, and the Stockholder Indemnitees rights to indemnification shall not be affected or waived by virtue of, and the Stockholders and any other Stockholder Indemnitee shall be deemed to have relied upon the representations and warranties of the Company set forth in this Agreement notwithstanding, any investigation on the part of the Stockholders or any other Stockholder Indemnitee of any untruth of any such representation or warranty of the Company set forth in this Agreement.

ARTICLE VII.
MISCELLANEOUS

     7.1 Fees and Expenses. Except as otherwise provided in this Agreement, each party shall be responsible for its own fees and expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby; provided, however, that the Company shall pay all filing fees associated with the issuance of the Shares under the HSR. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the sale and issuance of the Shares to the Stockholders.

     7.2 Entire Agreement. The Transaction Documents and the Merger Agreement (together with the schedules, exhibits and the documents delivered pursuant thereto) supersede all prior documents, term sheets, letters of intent, understandings and agreements, oral or written, relating to this transaction and constitutes the entire understanding among the parties with respect to the subject matter hereof.

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     7.3 Notices. Any notices required or permitted to be given under this Agreement (and, unless otherwise expressly provided therein, under any document delivered pursuant to this Agreement) shall be given in writing and shall be deemed received (a) when personally delivered by hand (with written confirmation of receipt) to the relevant party at such party’s address as set forth below, (b) if sent by mail (which must be certified or registered mail, postage prepaid), when received or rejected by the relevant party at such party’s address indicated below, or (c) if sent by facsimile transmission, when confirmation of delivery is received by the sending party:

If to the Company:
	RehabCare Group, Inc. 7733 Forsyth Avenue Suite 2300 Clayton, Missouri 63105 Facsimile: (866) 812-2573 Attn: Patricia S. Williams
With a copy (which shall not constitute notice) to:
	Weil, Gotshal & Manges LLP 200 Crescent Court Suite 300 Dallas, Texas 75201 Facsimile: (214) 746-7777 Attn: R. Scott Cohen, Esq. and      Jeffrey B. Hitt, Esq.
If to a Stockholder:	To the address set forth under such Stockholder’s name on the signature page hereof, with a copy (which shall not constitute notice) to:
	Goodwin Procter LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Facsimile: (617) 523-1231 Attn: John R. LeClaire, Esq. and      Jon Herzog, Esq.

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

     7.4 Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Stockholders holding a majority of the Securities held by all Stockholders or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided, however, that no waiver, modification or amendment shall be made or granted in a manner that by its terms materially and adversely affects a Stockholder’s rights hereunder without the approval of such Stockholder, unless such modification, amendment or waiver by its terms adversely affects all Stockholders in the same manner proportionate to their respective holdings of Securities. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to

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exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Stockholder to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Stockholders who then hold Shares.

     7.5 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

     7.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of each Stockholder. This Agreement, or any rights or obligations hereunder, may not be assigned by any Stockholder without the prior written consent of the Company; provided, however, that any Stockholder may assign its rights hereunder in whole or in part to any Permitted Transferee to whom such Stockholder assigns or transfers any Securities in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing to be bound, with respect to the transferred Securities, by the terms and conditions of this Agreement that apply to the “Stockholders”.

     7.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

     7.8 Governing Law; Venue. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State without giving effect to the choice of law principles of such state that would require or permit the application of the laws of another jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 7.3.

     7.9 Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file,

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such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

     7.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     7.11 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and, if applicable, the Transfer Agent, of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and, if applicable, the Transfer Agent for any losses in connection therewith or, if applicable and if required by the Transfer Agent, a bond in such form and amount as is required by the Transfer Agent. The Company shall pay any reasonable third-party costs associated with the issuance of such replacement Securities. If a replacement certificate or instrument evidencing any Securities is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

     7.12 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Stockholders and the Company will be entitled to equitable relief under the Transaction Documents, including specific performance and/or injunctive relief, without the necessity of showing economic loss and without any bond or other security being required. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.

     7.13 Further Assurances. Each party from time to time after the Closing at the request of any other party and without further consideration or costs to each other shall execute and deliver further instruments of transfer and assignment and take such other action as such other party may reasonably require to more effectively carry out the terms and conditions of, and the transactions contemplated by, this Agreement.

     7.14 Payment Set Aside. To the extent that the Company makes a payment or payments to any Stockholder pursuant to any Transaction Document or a Stockholder enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

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     7.15 Independent Nature of Stockholders’ Obligations and Rights. The obligations of each Stockholder under any Transaction Document are several and not joint with the obligations of any other Stockholder, and no Stockholder shall be responsible in any way for the performance of the obligations of any other Stockholder under any Transaction Document. The decision of each Stockholder to acquire Shares pursuant to the Transaction Documents has been made by such Stockholder independently of any other Stockholder and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Stockholder or by any agent or employee of any other Stockholder, and no Stockholder and any of its agents or employees shall have any liability to any other Stockholder (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Stockholder pursuant thereto, shall be deemed to constitute the Stockholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Stockholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Stockholder acknowledges that no other Stockholder has acted as agent for such Stockholder in connection with making its investment hereunder and that no Stockholder will be acting as agent of such Stockholder in connection with monitoring its investment in the Shares or enforcing its rights under the Transaction Documents. Each Stockholder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Stockholder to be joined as an additional party in any proceeding for such purpose. Each Stockholder has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents.

     7.16 Termination. Notwithstanding anything to the contrary contained in this Agreement, the Registration Rights Agreement or in the Merger Agreement, (a) the Merger Agreement is terminated in accordance with its terms or (b) the Merger is consummated and no Backstop Securities are issued or issuable under the terms and conditions of the Merger Agreement, then, in each case, this Agreement shall automatically terminate and be of no further force or effect. Upon a termination in accordance with this Section 7.16, the Company and the Stockholder(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Stockholder will have any liability to any other Stockholder under the Transaction Documents as a result therefrom.

     7.17 Representative Acting on Behalf of the Stockholders.

          (a) Each Stockholder hereby appoints TA Associates, Inc. (the “Stockholder Representative”) as the representative of such Stockholder for all purposes of this Agreement. The Stockholder Representative shall have full power and authority to take all actions under this Agreement that are to be taken by the Stockholder Representative. The Stockholder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement, including giving and receiving any notice or instruction permitted or required under this Agreement by the Stockholder Representative, interpreting all of the terms and provisions of this Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Stockholder Representative in connection with this Agreement, defending all indemnity claims pursuant to Section 6.6(c) of this Agreement, consenting to, compromising or settling all Company Claims, conducting negotiations with the Company and its agents regarding such claims, dealing with the Company under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, accountants or other representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment hereof or thereof in its capacity as

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Stockholder Representative. Notwithstanding anything to the contrary contained herein, the Stockholders holding a majority of the Securities held by all Stockholders shall have the right (i) to remove the Stockholder Representative at any time and for any reason and (ii) to appoint any other Person as the Stockholder Representative, any such removal and appointment to be evidenced in a writing delivered to the Company and each of the Stockholders.

          (b) The fees and expenses (including legal fees and expenses) of the Stockholder Representative incurred in connection with this Agreement shall be paid out of the Representative Expense Fund (as defined in the Merger Agreement). In the event that the Representative Expense Fund shall be insufficient to satisfy the expenses of the Stockholder Representative, the Stockholder Representative shall be entitled to recover any such expenses directly from the Stockholders.

          (c) The Stockholder Representative shall be indemnified for and shall be held harmless by the Stockholders against any Losses incurred by the Stockholder Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Stockholder Representative’s conduct as Stockholder Representative, other than Losses resulting from the Stockholder Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be paid by the Stockholders pro rata based on the number of Shares held by each Stockholder at the time such claim for indemnification is made. The Stockholder Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Representative in accordance with such advice, the Stockholder Representative shall not be liable to the Stockholders. In no event shall the Stockholder Representative be liable hereunder or in connection herewith to the Stockholders for any indirect, punitive, special or consequential damages.

          (d) Any action taken by the Stockholder Representative pursuant to the authority granted in this Section 7.16 shall be effective and absolutely binding as the action of the Stockholders under this Agreement.

          (e) The Company shall be entitled to rely on the actions and determinations of the Stockholder Representative, and shall have no liability whatsoever with respect to any action or omission of them taken in reliance on the actions or omissions of the Stockholder Representative. The Company shall not have any liability (whether to any of the Stockholders or otherwise) arising out of any action taken by the Stockholder Representative.

     7.18 Release. Subject to the consummation of the Merger in accordance with the terms and conditions of the Merger Agreement, at the Effective Time, each Stockholder, for itself and its successors and assigns, shall irrevocably release and discharge (a) each other stockholder of Triumph (including each other Stockholder) and (b) the Company and its Subsidiaries ((a) and (b) together, the “Released Parties”), and the Released Parties’ respective successors, assigns, directors, officers, employees, Subsidiaries, Affiliates, stockholders, agents, attorneys and representatives, from all claims and liabilities arising out of, or in connection with, such Stockholder’s capacity as a stockholder of Triumph, including, without limitation, any such claims and liabilities related to the Merger, the Merger Agreement or any other transaction or transaction document contemplated thereby. Notwithstanding the foregoing, the provisions of this Section 7.18 shall not release or otherwise diminish the obligations of (i) the Company or Triumph set forth in any provisions of the Merger Agreement or the exhibits thereto, (ii) if such Stockholder is an employee of Triumph, Triumph for the payment of accrued and unpaid wages (including unused vacation time), benefits and reimbursement of expenses in the ordinary course of

41

business and payment of any severance obligations, (iii) if such Stockholder is a party to Triumph’s existing Stockholders Agreement dated as of October 20, 2004, Triumph for its indemnity obligations under such Stockholders Agreement, except as otherwise provided in that certain Termination Agreement, by and among Triumph and certain parties named therein, effective as of the Merger Agreement Closing Date, or (iv) if such Stockholder is or was ever also a director or officer of Triumph, Triumph for its indemnification obligations under (A) any director or officer indemnification agreement between the Company and such Stockholder, (B) the Delaware General Corporation Law, (C) the certificate of incorporation of Triumph, and (D) Triumph’s bylaws, in each case to such Stockholder in her or her capacity as a director or officer of Triumph.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

42

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

REHABCARE GROUP, INC.
By:	/s/ Patricia S. Williams
	Name:	Patricia S. Williams
	Title:	Senior Vice President, General Counsel and Secretary

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
TA IX, L.P.
By: TA Associates IX LLC Its: General Partner
By: TA Associates, Inc. Its: Manager
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
TA/ATLANTIC AND PACIFIC IV L.P.
By: TA Associates AP IV L.P. Its: General Partner
By: TA Associates, Inc. Its: Manager
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
TA STRATEGIC PARTNERS FUND A L.P.
By: TA Associates SPF L.P. Its: General Partner
By: TA Associates, Inc. Its: General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
TA STRATEGIC PARTNERS FUND B L.P.
By: TA Associates SPF L.P. Its: General Partner
By: TA Associates, Inc. Its: General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
TA INVESTORS II, L.P.
By: TA Associates, Inc. Its: General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
TA SUBORDINATED DEBT FUND, L.P.
By: TA Associates, Inc. Its: General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
PARIBAS NORTH AMERICA, INC.
By:	/s/ Everett Schenk
	Name:	Everett Schenk
	Its:	President/CEO
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
PARIBAS NORTH AMERICA, INC.
By:	/s/ Dennis Lerner
	Name:	Dennis Lerner
	Title:	Tax Director
Tax ID No.:                                                              Address for Notice:                                                                                                                                                                                        Telephone No.:                                          Facsimile No.:                                          E-mail Address:                                          Attention:

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
 

/s/ Charles Allen

Charles Allen

Tax ID No.:                                                             

Address for Notice:

                                                            

                                                            

                                                            

Telephone No.:                                         

Facsimile No.:                                         

E-mail Address:                                         

Attention:                                         
 

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
 

/s/ Lawrence A. Humphrey

Lawrence A. Humphrey

Tax ID No.:                                                             

Address for Notice:

                                                            

                                                            

                                                            

Telephone No.:                                         

Facsimile No.:                                         

E-mail Address:                                         

Attention:                                         
 

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Backstop Securities Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF STOCKHOLDER:
 

/s/ William Brock Hardaway

William Brock Hardaway

Tax ID No.:                                                             

Address for Notice:

                                                            

                                                            

                                                            

Telephone No.:                                         

Facsimile No.:                                         

E-mail Address:                                         

Attention:                                         
 

Delivery Instructions:
(if different than above)

c/o                                         

Street:                                         

City/State/Zip:                                         

Attention:                                         

Telephone No.:                                         

[Signature Page to Backstop Securities Agreement]

EXHIBIT A

Registration Rights Agreement

(Intentionally omitted. See Exhibit 99.11)

EXHIBIT B

CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS

OF THE

SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK

AND

SERIES B NON-VOTING REDEEMABLE PREFERRED STOCK

OF

REHABCARE GROUP, INC.

PURSUANT TO SECTION 151(g) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

     The Undersigned, being the Secretary of RehabCare Group, Inc., a Delaware corporation (the “Corporation”), Does Hereby Certify that, pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), the following resolutions were duly adopted by the Board of Directors of the Corporation (the “Board of Directors”), and, pursuant to authority conferred upon the Board of Directors by the provisions of the Corporation’s certificate of incorporation, as amended and in effect (the “Certificate of Incorporation”), in accordance with Section 141 of the General Corporation Law by express resolution of the Board of Directors, the Board of Directors adopted resolutions fixing the designation and the relative powers, preferences, rights, qualifications, limitations and restrictions of such stock. These composite resolutions are as follows:

     “Resolved, that pursuant to authority expressed granted to and vested in the Board of Directors by the provisions of the Certificate of Incorporation, the issuance of (x) a series of preferred stock, par value $0.10 per share, which shall consist of up to 3,000,000 of the 10,000,000 shares of preferred stock which the Corporation now has authority to issue, be, and the same hereby is, authorized and designated as “Series A Convertible Redeemable Preferred Stock” (the “Series A Preferred Stock”) and (y) a series of preferred stock, par value $0.10 per share, which shall consist of up to 1,000,000 of the 10,000,000 shares of preferred stock which the Corporation now has authority to issue, be, and the same hereby is, authorized and designated as “Series B Non-Voting Redeemable Preferred Stock” (the “Series B Preferred Stock;” the Series A Preferred Stock and Series B Preferred Stock are collectively referred to as the “Preferred Stock”). The shares of Preferred Stock shall have the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof (in addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the preferred stock of this series) as follows:

     The powers, designations, preferences and the relative, participating, optional and other special rights of the Preferred Stock set forth herein are senior in all respects to all other series and classes of the Corporation’s capital stock.

     1. Dividends.

          (a) Series A Accruing Dividends. From and after the date of issuance of any share of Series A Preferred Stock, such share shall accumulate dividends at the rate per annum of 10% of the

Certificate of Powers, Designations, Preferences and Rights — Page 2

Series A Original Issue Price (as hereinafter defined) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and such rate shall increase by 100 basis points on each anniversary of the date of issuance (the “Series A Accruing Dividends”); provided that in no event shall the rate of the Series A Accruing Dividends exceed 15%. For purposes hereof, the term “Series A Original Issue Price” means $100 per share of Series A Preferred Stock and is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of issued and outstanding shares of Series A Preferred Stock.

          (b) Series B Accruing Dividends. From and after the date of issuance of any share of Series B Preferred Stock, such share shall accumulate dividends at the rate per annum of 11.5% of the Series B Original Issue Price (as hereinafter defined) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and such rate shall increase by 100 basis points on the first day after the end of each 90-day period following the date of issuance (the “Series B Accruing Dividends;” the Series A Accruing Dividends and the Series B Accruing Dividends are individually and collectively referred to as the “Applicable Accruing Dividends”); provided that in no event shall the rate of the Series B Accruing Dividends exceed 25%. For purposes hereof, the term (i) “Series B Original Issue Price” means $100 per share of Series B Preferred Stock and is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of issued and outstanding shares of Series B Preferred Stock; and (ii) the term “Applicable Original Issue Price” means the Series A Original Issue Price or the Series B Original Issue Price, as the case may be.

          (c) Calculation; Payment. The Applicable Accruing Dividends shall accumulate from day to day, whether or not earned or declared, shall be calculated on the basis of twelve 30-day months and a 360-day year, shall be cumulative and shall be payable (and the Board of Directors shall cause the Corporation to pay) in shares of Series A Preferred Stock or Series B Preferred Stock pursuant to Section 1(d) below, in equal quarterly payments on March 31, June 30, September 30 and December 31 (or if any of such days is not a Business Day (as defined below), the Business Day immediately following such day) (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date; provided, however, that with respect to such first Quarterly Dividend Payment Date, which will be March 31, 2010, (1) the holders of shares of Series A Preferred Stock shall be entitled pursuant to Section 1(a) to receive a cumulative dividend per share in the amount of (i) 10% multiplied by (ii) a fraction equal to the number of days from such date of original issue to such Quarterly Dividend Payment Date divided by 90; and (2) the holders of shares of Series B Preferred Stock shall be entitled pursuant to Section 1(b) to receive a cumulative dividend per share in the amount of (i) 11.5% multiplied by (ii) a fraction equal to the number of days from such date of original issue to such Quarterly Dividend Payment Date divided by 90. The Series A Accruing Dividends and the Series B Accruing Dividends shall rank pari passu with each other. For purposes hereof, the term “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are required by law, regulation or executive order to be closed.

          (d) In-Kind Dividends.

               (i) Prior to the date on which the Corporation obtains the Stockholder Approval (as defined in that certain Backstop Securities Agreement dated on or about November 3, 2009 by and among the Corporation and the other parties thereto (as such agreement is amended, restated, modified or supplemented in accordance with its terms, the “Backstop Securities Agreement”)), the Corporation shall issue to the holders of the Preferred Stock entitled to receive such Applicable Accruing Dividends (1) up to the Cap (as defined below), a number of full shares of Series A Preferred Stock equal to the quotient of (i) the amount of the Applicable Accruing Dividends payable on such Quarterly

Certificate of Powers, Designations, Preferences and Rights — Page 3

Dividend Payment Date divided by (ii) the Series A Original Issue Price and (2) anything in excess of the Cap, a number of full shares of Series B Preferred Stock equal to the quotient of (i) the amount of the Applicable Accruing Dividends payable on such Quarterly Dividend Payment Date divided by (ii) the Series B Original Issue Price. All shares of Preferred Stock issued pursuant to this Section 1(d)(i) shall be issued pro rata to the holders entitled thereto and calculated in accordance with the methodology set forth in Section 4(b). All shares of Preferred Stock issued pursuant to this Section 1(d)(i) shall be deemed issued and outstanding on such Quarterly Dividend Payment Date, and will thereupon be duly authorized, validly issued, fully paid and non-assessable. The Corporation shall deliver or cause to be delivered to the respective holders of Preferred Stock certificates representing additional shares of Preferred Stock to which they are entitled to this Section 1(d)(i) promptly after such Quarterly Dividend Payment Date, and in any event within 15 days following such Quarterly Dividend Payment Date. For purposes hereof, the term “Cap” means, as of any date of determination, the number of shares of Series A Preferred Stock that would result in the Stockholders (as defined in the Backstop Securities Agreement) owning shares of Series A Preferred Stock representing (on an as-converted basis) 19.99% of the issued and outstanding shares of Common Stock.

               (ii) After the date on which the Corporation obtains the Stockholder Approval, the Corporation shall issue to the holders of Preferred Stock entitled to receive such Applicable Accruing Dividends a number of full shares of Series A Preferred Stock equal to the quotient of (i) the amount of the Series A Accruing Dividends payable on such Quarterly Dividend Payment Date divided by (ii) the Series A Original Issue Price. All shares of Series A Preferred Stock issued pursuant to this Section 1(d)(ii) shall be issued pro rata to the holders entitled thereto and calculated in accordance with the methodology set forth in Section 4(b). All shares of Series A Preferred Stock issued pursuant to this Section 1(d)(ii) shall be deemed issued and outstanding on such Quarterly Dividend Payment Date, and will thereupon be duly authorized, validly issued, fully paid and non-assessable. The Corporation shall deliver or cause to be delivered to the respective holders of Series A Preferred Stock certificates representing additional shares of Series A Preferred Stock to which they are entitled to this Section 1(d)(ii) promptly after such Quarterly Dividend Payment Date, and in any event within 15 days following such Quarterly Dividend Payment Date.

               (iii) Notwithstanding anything to the contrary set forth herein, the shares of Preferred Stock issued or issuable pursuant to this Section 1(d) shall have all of the same rights (including, without limitation, conversion rate), preferences and privileges of a share of Series A Preferred Stock issued on the Series A Original Issue Date or Series B Preferred Stock issued on the date when the Corporation first issued the Series B Preferred Stock, as the case may be, and such shares of Preferred Stock issued or issuable pursuant to this Section 1(d) shall be deemed to benefit from all adjustments to (including, without limitation, adjustments to the conversion rate of such shares), and any dividends or distributions with respect to, such share of Preferred Stock so originally issued; provided, however, that in no event will such shares of Preferred Stock be entitled to dividends or distributions accrued or paid prior to the date of issuance of such shares of Preferred Stock. The Corporation shall take all necessary actions to ensure such adjustments, dividends and distributions are made with respect to such shares of Preferred Stock issued or issuable pursuant to this Section 1(d), including, without limitation, issuing additional shares of capital stock with respect thereto.

     2. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

          (a) Preferential Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets available for distribution to its stockholders (on a pari passu basis with the holders of Series B Preferred Stock), and

Certificate of Powers, Designations, Preferences and Rights — Page 4

before any payment shall be made to the holders of shares of the Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”), or any other class or series of capital stock ranking on liquidation junior to the Series A Preferred Stock by reason of their ownership thereof, an amount per share equal to the greater of (1) a cash payment equal to the sum of the Series A Original Issue Price plus an amount equal to all Series A Accruing Dividends unpaid thereon plus any other dividends declared but unpaid thereon and (2) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into shares of Common Stock pursuant to the applicable provisions of Section 4 immediately prior to such liquidation, dissolution or winding-up; provided, however, that, notwithstanding the foregoing, the holders of a majority of the Series A Preferred Stock may elect to receive the amounts in Section 2(a)(2) by delivering a written instrument to the Corporation indicating the same. The aggregate amount which a holder of a share of Series A Preferred Stock is entitled to receive under this Section 2(a) is hereinafter referred to as the “Series A Liquidation Amount.” If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock and the Series B Preferred Stock the full amount to which they shall be entitled under this Section 2(a), then the holders of shares of Series A Preferred Stock and the Series B Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

          (b) Preferential Payments to Holders of Series B Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets available for distribution to its stockholders (on a pari passu basis with the holders of Series A Preferred Stock), and before any payment shall be made to the holders of Common Stock or any other class or series of capital stock ranking on liquidation junior to the Series B Preferred Stock by reason of their ownership thereof, an amount per share equal to the greater of (1) a cash payment equal to the sum of the Series B Original Issue Price plus an amount equal to all Series B Accruing Dividends unpaid thereon plus any other dividends declared but unpaid thereon and (2) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into shares of Series A Preferred Stock pursuant to the applicable provisions of Section 5 and such shares of Series A Preferred Stock had been converted into shares of Common Stock pursuant to the applicable provisions of Section 4 immediately prior to such liquidation, dissolution or winding-up; provided, however, that, notwithstanding the foregoing, the holders of a majority of the Series B Preferred Stock may elect to receive the amounts in Section 2(b)(2) by delivering a written instrument to the Corporation indicating the same. The aggregate amount which a holder of a share of Series B Preferred Stock is entitled to receive under this Section 2(b) is hereinafter referred to as the “Series B Liquidation Amount.” If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock and the Series A Preferred Stock the full amount to which they shall be entitled under this Section 2(b), then the holders of shares of Series B Preferred Stock and the Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

          (c) Ranking of Preferred Stock. For the avoidance of doubt, (i) the Series A Preferred Stock and Series B Preferred Stock shall rank pari passu with each other with respect to the distribution of assets in connection with any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and (ii) the Common Stock and any class or series of preferred stock (whenever designated or created) shall rank junior to the Series A Preferred Stock and Series B Preferred Stock with

Certificate of Powers, Designations, Preferences and Rights — Page 5

respect to the distribution of assets in connection with any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

          (d) Distribution of Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment of all preferential amounts required to be paid to the holders of shares of Series A Preferred Stock under Section 2(a), the holders of shares of Series B Preferred Stock under Section 2(b) and any other series of preferred stock of the Corporation ranking on liquidation senior to the Common Stock, the remaining assets of the Corporation available for distribution to the Corporation’s stockholders shall be distributed among the holders of the shares of Common Stock, pro rata based on the number of shares held by each such holder.

          (e) Deemed Liquidation Events.

               (i) The following events shall be deemed to be a liquidation of the Corporation for purposes of this Section 2, unless the holders of at least a majority in interest of the Series A Preferred Stock elect otherwise by written notice given to the Corporation at least 10 days prior to the effective date of any such event (any such event, unless such an election is made, is referred to as a “Deemed Liquidation Event”):

                    (A) a merger or consolidation in which

(I)	the Corporation is a constituent party or
(II)	a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; provided that, for the purpose of this Section 2(e)(i), all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged;

                    (B) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or the sale of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation; or

                    (C) a transaction or series of related transactions in which a Person (for purposes hereof, the term “Person” shall mean an individual, corporation, trust, partnership, limited

Certificate of Powers, Designations, Preferences and Rights — Page 6

liability company, joint venture, unincorporated organization, government body or any agency or political subdivision thereof, or any other entity) or a group of Persons (as defined in Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) acquires beneficial ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) of a majority of voting power of the voting shares of the Corporation.

               (ii) The Corporation shall not have the power to effect a Deemed Liquidation Event pursuant to Section 2(e)(i)(A)(I) above unless the agreement or plan of merger or consolidation provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2(a), 2(b), 2(c) and 2(d) above.

               (iii) In the event of a Deemed Liquidation Event pursuant to Section 2(e)(i)(A)(II), Section 2(e)(i)(B) or Section 2(e)(i)(C) above, if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 30 days after such Deemed Liquidation Event, then (A) the Corporation shall deliver a written notice to each holder of Preferred Stock no later than the 30^th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (B) to require the redemption of such shares of Preferred Stock in exchange for a cash payment, and (B) if the holders of a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 45 days after such Deemed Liquidation Event, the Corporation shall redeem in cash, to the extent legally available therefor, on the 45^th day after such Deemed Liquidation Event (the “Liquidation Redemption Date”), all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Liquidation Amount and all outstanding shares of Series B Preferred Stock a price per share equal to the Series B Liquidation Amount. If the funds of the Corporation legally available to redeem shares of Preferred Stock pursuant to this Section 2(e)(iii) are insufficient to redeem the total number of such shares required to be redeemed hereto, the Corporation shall take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Preferred Stock required to be so redeemed, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation or causing a revaluation of the assets of the Corporation under applicable law to create sufficient surplus to make such redemption and (2) incurring any indebtedness necessary to make such redemption. In the event of a redemption pursuant to the preceding sentence, if the Corporation does not have sufficient lawfully available funds to effect such redemption, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such lawfully available funds and the Corporation shall redeem the remaining shares to have been redeemed as soon as possible after the Corporation has funds legally available therefor. Prior to the redemption provided for in this Section 2(e)(iii), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business. Any failure to make the redemptions contemplated hereby on the Liquidation Redemption Date shall result in the penalties set forth in Section 6(f).

               (iv) The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring Person, all in accordance with the provisions of this Section 2. If the amount deemed paid or distributed under this Section 2(e)(iv) is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined as follows:

                    (A) For securities not subject to investment letters or other similar restrictions on free marketability,

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                         (1) if traded on a securities exchange or the NASDAQ Stock Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the thirty-day (30) period ending three (3) days prior to the closing of such transaction resulting in a Deemed Liquidation Event;

                         (2) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty-day (30) day period ending three (3) days prior to the closing of such transaction resulting in a Deemed Liquidation Event; or

                         (3) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors and the holders of a majority of the Series A Preferred Stock.

                    (B) The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an appropriate discount (as determined in good faith by the Board of Directors) from the market value as determined pursuant to clause (A) above so as to reflect the approximate fair market value thereof.

               (v) For purposes hereof, the following definitions shall apply:

                    (A) “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

                    (B) “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

     3. Voting Rights; Election of Directors; Certain Actions.

          (a) Voting Rights of Series A Preferred Stock. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law, the provisions hereof or by the provisions of the Certificate of Incorporation, the holders of Series A Preferred shall vote together with the holders of Common Stock as a single class.

          (b) Voting Rights of Series B Preferred Stock. The holders of outstanding shares of Series B Preferred Stock shall not be entitled to vote with respect to shares of Series B Preferred Stock held by such holders on any matters except to the extent otherwise (i) set forth herein or in the Certificate of Incorporation or (ii) required under the General Corporation Law. To the extent the holders of Series B Preferred Stock are entitled to vote (as provided in the immediately preceding sentence), such holders shall be entitled to one (1) vote per share of Series B Preferred Stock.

          (c) Election of Directors. Subject to the terms and conditions of the Backstop Securities Agreement, the holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect up to two (2) directors of the Corporation (any such director so elected or otherwise nominated pursuant to and in accordance with the Backstop Securities Agreement, a “Series A Director”). Subject to the terms and conditions of the Backstop Securities Agreement, any

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director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. Subject to the terms and conditions of the Backstop Securities Agreement, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Section 3(c).

          (d) Certain Actions. For as long as at least 10% of the shares of the Series A Preferred Stock issued pursuant to the Backstop Securities Agreement are issued and outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Corporation’s certificate of incorporation) the written consent or affirmative vote of the holders of at least a majority in interest of the then issued and outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series:

               (i) (1) alter or change the rights, preferences or privileges of the Series A Preferred Stock or Series B Preferred Stock or (2) decrease the total number of authorized shares of Preferred Stock;

               (ii) issue, or agree to issue, any shares of Preferred Stock except as expressly contemplated by Sections 1(d) or 5 hereof;

               (iii) (1) create, or authorize the creation of, any additional class or series of shares of stock (or any security which by its terms is convertible into or exchangeable for any equity security of the Corporation and any security which is a combination of debt and equity) or (2) issue, or agree to issue, any equity security (or any security convertible, exercisable or exchangeable for or into any equity security); provided that this Section 3(d)(iii)(2) shall not apply to (A) the issuance of shares of Preferred Stock pursuant to Sections 1(d) or 5 hereof, (B) the issuance of shares of Common Stock pursuant to Section 4 in connection with the conversion of shares of Series A Preferred Stock, (C) the issuance of shares of Common Stock in connection with equity financings in which at least 75% of the net proceeds therefrom are used to redeem outstanding shares of Preferred Stock pursuant to Section 6(a) hereof (or such lesser amount as is required to redeem all of the outstanding shares of Preferred Stock pursuant to Section 6(a) hereof), (D) the issuance of any shares of any series of preferred stock (other than the Preferred Stock) in connection with equity financings in which the net proceeds therefrom are used to redeem all of the outstanding shares of Preferred Stock pursuant to Section 6(a) hereof (or such lesser amount as is required to redeem all of the outstanding shares of Preferred Stock pursuant to Section 6(a) hereof), (E) the issuance of options to acquire shares of Common Stock, the issuance of shares of Common Stock in connection with the exercise of stock options, or the issuance of restricted Common Stock, in each case, granted under any of the Corporation’s stock option or other benefit plans or compensation arrangements as may be in effect from time to time, (F) the issuance of Preferred Stock pursuant to Section 3(d)(ii) or the issuance of Common Stock issued in connection with a transaction of the type that does not require the affirmative vote of the holders of at least a majority in interest of the then issued and outstanding shares of Series A Preferred Stock pursuant to Section 3(d)(x) or (G) the issuance of shares of preferred stock pursuant to and in accordance with that certain Rights Agreement between the Corporation and Computershare Trust Company, Inc., as rights agent, dated as of August 28, 2002 (as such agreement is amended, restated, modified or supplemented from time to time);

               (iv) reclassify any shares of capital stock in a manner that adversely affects the designations, preferences, powers and/or the relative, participating, optional or special rights, or the restrictions provided for the benefit of, the Preferred Stock;

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               (v) increase the number of directors constituting the size of the Board of Directors;

               (vi) declare or pay any dividends in respect of shares of Common Stock or make, or agree to make, any distributions of cash, property or securities in respect of shares of Common Stock;

               (vii) liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any recapitalization or reorganization, effect any Deemed Liquidation Event, or consent to any of the foregoing; provided that the foregoing shall not apply to any Deemed Liquidation Event in which all of the Series A Liquidation Amounts and all of the Series B Liquidation Amounts are paid in full in cash;

               (viii) amend, alter or repeal any provision of the certificate of incorporation or bylaws of the Corporation if it adversely affects the rights, preferences or privileges of the Series A Preferred Stock or Series B Preferred Stock;

               (ix) authorize any subsidiary of the Corporation to issue or sell in any transaction (or series of related transactions) any of such subsidiary’s capital stock to a third party in which such subsidiary and/or the Corporation or any other subsidiary of the Corporation receives more than $20 million in proceeds;

               (x) approve or engage in any transaction (or series of related transactions) for the acquisition of any other Person (other than any subsidiary of the Corporation) or business or all or substantially all of the assets of another Person (other than a direct or indirect subsidiary of the Corporation) in which either the Corporation and/or any of its subsidiaries pays more than $100 million in cash in any 12 month period;

               (xi) incur in any transaction (or series of related transactions) any Indebtedness (as defined below) in excess of $25 million; provided that the foregoing shall not apply to (1) draw downs of indebtedness by the Corporation up to the maximum amount permitted by the revolver feature of the Credit Facility as of the Series A Original Issue Date, (2) any such transaction in which all of the net proceeds are used to redeem the shares of Preferred Stock pursuant to Section 6(a) hereof and (3) capitalized lease obligations;

               (xii) grant or award any registration rights or any similar rights to any third party in respect of any equity security (or any security convertible, exercisable or exchangeable for or into any equity security) of the Corporation; or

               (xiii) agrees, undertakes or commits to do any of the foregoing.

Solely for purposes of Section 3(c)(xi), Indebtedness of any Person shall mean, without duplication, (i) the principal, accreted value, prepayment and redemption premiums or penalties (if any) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; and (ii) all obligations of the type referred to in clause (i) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (iii) all obligations of the type referred to in clause (i) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

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     4. Conversion.

     The holders of the Series A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

          (a) Right to Convert. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $20.00. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. In the event of a redemption of any shares of Series A Preferred Stock pursuant to Section 6, the Conversion Rights of the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the Applicable Redemption Price (as defined below) is not fully paid on the Applicable Redemption Date (as defined below), in which case, the Conversion Rights for such shares shall continue until such price is paid in full.

          (b) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock or in connection with the issuance of Applicable Accruing Dividends. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round such fractional share upward or downward to the nearest whole share (with one-half being rounded upward).

          (c) Mechanics of Conversion.

               (i) In order for a holder of Series A Preferred Stock to voluntarily convert shares of Series A Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series A Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (A) issue and deliver to such holder of Series A Preferred Stock, or to such holder’s nominees, (1) a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled and (2) a certificate or certificates for the number of shares of Common Stock determined pursuant to Section 4(d) and (B) pay all unpaid Series A Accruing Dividends and all other declared and unpaid dividends on the shares of Series A Preferred Stock so converted (such payment shall be made in additional shares of Common Stock at a per share price equal to the conversion rate then in effect for the Series A Preferred Stock).

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               (ii) The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s certificate of incorporation. Before taking any action which would cause an adjustment reducing the Series A Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series A Conversion Price.

               (iii) All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

               (iv) Upon any such conversion, no adjustment to the Series A Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

               (v) The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

          (d) Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Series A Original Issue Date effect a subdivision of the outstanding Common Stock, the Series A Conversion Price in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Series A Original Issue Date combine the outstanding shares of Common Stock, the Series A Conversion Price in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under

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this Section 4(d) shall become effective at the close of business on the date the subdivision or combination becomes effective. For purposes hereof, the term “Series A Original Issue Date” shall mean the date on which the first share of Series A Preferred Stock was issued.

          (e) Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Series A Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Conversion Price then in effect by a fraction:

(1)	the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(2)	the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, (i) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Conversion Price shall be adjusted pursuant to this Section 4(e) as of the time of actual payment of such dividends or distributions; and (ii) no such adjustment shall be made if the holders of Series A Preferred Stock simultaneously receive (x) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event or (y) a dividend or other distribution of shares of Series A Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

          (f) Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series A Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each such event the holders of Series A Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Series A Preferred Stock had been converted into Common Stock on the date of such event.

          (g) Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 2(e), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Sections 4(e) or 4(f)), then, following any such reorganization, recapitalization, reclassification,

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consolidation or merger, each share of Series A Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock.

          (h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this Section 4, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Series A Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Series A Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Series A Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Series A Preferred Stock.

          (i) Notice of Record Date. In the event:

               (1) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Series A Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

               (2) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

               (3) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Series A Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Series A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series A Preferred Stock and the Common Stock. Such notice shall be sent at least 20 days prior to the record date or effective date for the event

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specified in such notice. Any notice required by the provisions hereof to be given to a holder of shares of Preferred Stock shall be deemed sent to such holder if deposited in the United States mail, postage prepaid, and addressed to such holder at such holder’s address appearing on the books of the Corporation.

     5. Mandatory Conversion.

          (a) Trigger Events. At the time when the Corporation obtains the Stockholder Approval (such time is referred to herein as the “Mandatory Conversion Time”), all outstanding shares of Series B Preferred Stock (including, without limitation, all shares of Series B Preferred Stock issued or issuable pursuant to Section 1(d)) shall automatically be converted into shares of Series A Preferred Stock, at the rate set forth in Section 5(b).

          (b) Procedural Requirements. All holders of record of shares of Series B Preferred Stock shall be sent advance written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Series B Preferred Stock pursuant to Section 5(a). Upon receipt of such notice, each holder of shares of Series B Preferred Stock shall surrender such holder’s certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Series A Preferred Stock to which such holder is entitled pursuant to this Section 5. At the Mandatory Conversion Time, all outstanding shares of Series B Preferred Stock shall be deemed to have been converted into shares of Series A Preferred Stock, which shall be deemed to be outstanding of record, and all rights with respect to such shares of Series B Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock and Series A Preferred Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the last sentence of this Section 5(b). If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by such holder’s attorney duly authorized in writing. Immediately after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Series B Preferred Stock, the Corporation shall issue and deliver to such holder, or such holder’s nominees, a certificate or certificates for the number of full shares of Series A Preferred Stock calculated as follows: (x) the number of shares of Series B Preferred Stock held by such holder multiplied by (y) a fraction, (1) the numerator of which is the sum of the Series B Original Issue Price plus an amount equal to all unpaid Series B Accruing Dividends plus any other dividends declared but unpaid on the Series B Preferred Stock, and (2) the denominator of which is the Series B Original Issue Price.

          (c) Effect of Mandatory Conversion. All shares of Series B Preferred Stock shall, from and after the Mandatory Conversion Time, no longer be deemed to be outstanding and, notwithstanding the failure of the holder or holders thereof to surrender the certificates for such shares on or prior to such time, all rights with respect to such shares shall immediately cease and terminate at the Mandatory Conversion Time, except only the right of the holders thereof to receive shares of Series A Preferred Stock in exchange therefor. Such converted Series B Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of such shares accordingly.

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          (d) Reservation of Shares. The Corporation shall at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Series A Preferred Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Series A Preferred Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s certificate of incorporation.

          (e) Preservation of Rights. Notwithstanding anything to the contrary set forth herein, the shares of Series A Preferred Stock issued or issuable upon conversion of the Series B Preferred Stock pursuant to this Section 5 shall have all of the same rights (including, without limitation, conversion rate), preferences and privileges of a share of Series A Preferred Stock issued on the Series A Original Issue Date, and such shares of Series A Preferred Stock issued or issuable pursuant to Section 5 shall be deemed to have benefited from all adjustments to (including, without limitation, the conversion rate into shares of Common Stock), and any dividends or distributions with respect to, such share of Series A Preferred Stock so originally issued. The Corporation shall take all necessary actions to ensure such adjustments, dividends and distributions are made with respect to such shares of Series A Preferred Stock issued pursuant to Section 5, including, without limitation, issuing additional shares of capital stock with respect thereto.

     6. Redemption.

          (a) Voluntary Redemption. The Corporation may, in its sole discretion, elect to redeem for cash all or any portion of the outstanding shares of Series A Preferred Stock and shares of Series B Preferred Stock out of funds lawfully available therefor at a price equal to, (x) for each share of Series A Preferred Stock, a cash amount per share equal to the greater of (1) the Series A Original Issue Price plus an amount equal to all Series A Accruing Dividends unpaid thereon plus any other dividends declared but unpaid thereon and (2) a cash amount equal to the Average Closing Price (as defined below) (such greater cash amount is referred to as the “Series A Redemption Price”); and (y) for each share of Series B Preferred Stock, a cash amount per share equal to the greater of (1) the Series B Original Issue Price plus an amount equal to all Series B Accruing Dividends unpaid thereon plus any other dividends declared but unpaid thereon and (2) a cash amount equal to the Average Closing Price (such greater cash amount is referred to as the “Series B Redemption Price;” the Series A Redemption Price or the Series B Redemption Price, as the case may be, are referred to as the “Applicable Redemption Price”). Notwithstanding anything to the contrary set forth herein, any redemption pursuant to this Section 6(a) shall first apply to any and all issued and outstanding shares of Series B Preferred Stock (such that no shares of Series B Preferred Stock shall be issued and outstanding) and thereafter to the issued and outstanding shares of Series A Preferred Stock. Any redemption pursuant to this Section 6(a) shall be effected on the date (the “Voluntary Redemption Date”) that is set forth in an Initial Voluntary Redemption Notice (as hereinafter defined); provided that in no event shall a Voluntary Redemption Date be less than 30 Trading Days (as defined below) after the date of the corresponding Initial Voluntary Redemption Notice is delivered to the holders of the Preferred Stock sought to be redeemed pursuant to this Section 6(a). Not less than 30 Trading Days prior to a Voluntary Redemption Date, the Corporation shall cause an Initial Voluntary Redemption Notice (as defined below) to be mailed, postage prepaid, to each holder of record of Series A Preferred Stock and/or Series B Preferred Stock to be redeemed on such date, at such holder’s post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law. Not less

Certificate of Powers, Designations, Preferences and Rights — Page 16

than 15 Trading Days prior to a Voluntary Redemption Date, the Corporation shall cause a Final Voluntary Redemption Notice (as defined below) to be mailed, postage prepaid, to each holder of record of Series A Preferred Stock and/or Series B Preferred Stock to be redeemed on such date, at such holder’s post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law. Any Initial Voluntary Redemption Notice and any Final Voluntary Redemption Notice delivered by or behalf of the Corporation pursuant to this Section 6(a) shall be made in good faith, shall be irrevocable and may only be made at a time when the Corporation has sufficient cash on hand to effect any redemption pursuant to this Section 6(a). Notwithstanding anything to the contrary set forth herein, until 180 days after the Series A Original Issue Date, the holders of a majority of the Series A Preferred Stock may refuse to have their shares of Preferred Stock redeemed pursuant to this Section 6(a) by delivering written notice to the Corporation on or before any Voluntary Redemption Date. If the funds of the Corporation legally available to redeem shares of Preferred Stock pursuant to this Section 6(a) are insufficient to redeem the total number of such shares required to be redeemed hereto, in addition to any other remedies the holders thereof may have at law, the Corporation shall take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Preferred Stock required to be so redeemed, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation or causing a revaluation of the assets of the Corporation under applicable law to create sufficient surplus to make such redemption and (2) incurring any indebtedness necessary to make such redemption. If the Corporation does not have sufficient funds legally available to redeem on any Voluntary Redemption Date all shares of Preferred Stock proposed to redeemed on such date, the Corporation shall redeem a pro rata portion of each holder’s redeemable shares of Preferred Stock out of funds legally available therefor, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as possible after the Corporation has funds legally available therefor.

          (b) Mandatory Redemption. On the Mandatory Redemption Date (as defined below), all outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be redeemed for cash by the Corporation out of funds lawfully available therefor at a price equal to, (x) for each share of Series A Preferred Stock, a cash amount per share equal to the Series A Redemption Price; and (y) for each share of Series B Preferred Stock, a cash amount per share equal to the Series B Redemption Price. Not less than 30 Trading Days prior to the Mandatory Redemption Date, the Corporation shall cause an Initial Mandatory Redemption Notice (as defined below) to be mailed, postage prepaid, to each holder of record of Preferred Stock to be redeemed on such date, at such holder’s post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law. Not less than 15 Trading Days prior to the Mandatory Redemption Date, the Corporation shall cause a Final Mandatory Redemption Notice (as defined below) to be mailed, postage prepaid, to each holder of record of Series A Preferred Stock and Series B Preferred Stock to be redeemed on such date, at such holder’s post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law. Any Initial Mandatory Redemption Notice and any Final Mandatory Redemption Notice delivered by or behalf of the Corporation pursuant to this Section 6(b) shall be made in good faith and shall be irrevocable. If the funds of the Corporation legally available to redeem shares of Preferred Stock pursuant to this Section 6(b) are insufficient to redeem the total number of such shares required to be redeemed hereto, the Corporation shall take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Preferred Stock required to be so redeemed, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation or causing a revaluation of the assets of the Corporation under applicable law to create sufficient surplus to make such redemption and (2) incurring any indebtedness necessary to make such redemption. If the Corporation does not have

Certificate of Powers, Designations, Preferences and Rights — Page 17

sufficient funds legally available to redeem on the Mandatory Redemption Date all shares of Preferred Stock proposed to redeemed on such date, the Corporation shall redeem a pro rata portion of each holder’s redeemable shares of Preferred Stock out of funds legally available therefor, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as possible after the Corporation has funds legally available therefor.

          (c) Surrender of Certificates, Payment. On or before any Voluntary Redemption Date or the Mandatory Redemption Date (each, an “Applicable Redemption Date”), each holder of shares of Preferred Stock to be redeemed on such Applicable Redemption Date, unless such holder has exercised such holder’s right to convert such shares as provided in Section 4 hereof on or before such redemption date, shall surrender the certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in a Voluntary Redemption Notice or the Mandatory Redemption Notice (each, an “Applicable Redemption Notice”), and thereupon the Applicable Redemption Price for such shares shall be payable to the order of the Person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder.

          (d) Rights Subsequent to Redemption. If the Applicable Redemption Notice shall have been duly given, and if on the Applicable Redemption Date, the Applicable Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such Applicable Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accumulate after such Applicable Redemption Date and all rights with respect to such shares shall forthwith after such Applicable Redemption Date terminate, except only the right of the holders to receive the Applicable Redemption Price without interest upon surrender of their certificate or certificates therefor.

          (e) Redeemed or Otherwise Reacquired Stock. Any shares of Preferred Stock which are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately canceled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

          (f) Failure to Redeem. If the Corporation fails, for any reason or for no reason, to redeem on an Applicable Redemption Date any or all of the then outstanding shares of Preferred Stock entitled to be redeemed on such date in accordance with the terms and conditions of this Section 5, then interest shall accrue cumulatively on any unpaid redemption amount at (1) the higher of (x) a rate per annum equal to 15% or (y) a rate per annum (determined as of each Quarterly Dividend Payment Date) equal to 15% plus the “prime rate” as reported in The Wall Street Journal (or, if not reported therein, as such rate may be from time to time publicly announced by Bank of America) on the date of publication closest to the date of determination or (2) such lesser rate as may be the maximum rate that is permitted by applicable law (in either case, compounded quarterly), with the amount of such interest added to the redemption payments that remain outstanding through and until such date as the Corporation satisfies its redemption obligation.

Certificate of Powers, Designations, Preferences and Rights — Page 18

          (g) Special Definitions. For purposes hereof, the following definitions shall apply:

               (i) “Average Closing Price” means (A) with respect to any redemption pursuant to Section 6(a), an amount equal to the product of (1) the number of shares of Common Stock issuable upon conversion of one (1) share of Series A Preferred Stock (as determined pursuant to Section 4) multiplied by (2) a number equal to the quotient of (i) a number equal to the sum of (x) the Closing Prices for the 15 consecutive Trading Days ending on the date on which an Initial Voluntary Redemption Notice was delivered to the holders of Preferred Stock and (y) the Closing Prices for the first 15 consecutive Trading Days after the date on which such Initial Voluntary Redemption Notice was delivered to the holders of Preferred Stock; divided by (ii) 30, and (B) with respect to any redemption pursuant to Section 6(b), an amount equal to the product of (1) the number of shares of Common Stock issuable upon conversion of one (1) share of Series A Preferred Stock (as determined pursuant to Section 4) multiplied by (2) a number equal to the quotient of (i) a number equal to the sum of (x) the Closing Prices for the 15 consecutive Trading Days ending on the date on which the Initial Mandatory Redemption Notice was delivered to the holders of Preferred Stock and (y) the Closing Prices for the first 15 consecutive Trading Days after the date on which such Initial Mandatory Redemption Notice was delivered to the holders of Preferred Stock; divided by (ii) 30.

               (ii) “Closing Price” means (1) the last reported closing bid price per share of Common Stock on the Principal Trading Market, as reported by Bloomberg Financial Markets, or, (2) if the Principal Trading Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of the Common Stock prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or (3) if the foregoing do not apply, the last closing price of Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg Financial Markets, or (4) if no closing bid price is reported for the Common Stock by Bloomberg Financial Markets, the average of the bid prices of any market makers for the Common Stock as reported in the “pink sheets” by Pink Sheets LLC. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

               (iii) “Credit Facility” means any senior credit facility entered into by the Corporation at the closing of the Merger (as defined in the Backstop Securities Agreement), as the same may be amended from time to time.

               (iv) “Final Mandatory Redemption Notice” means a written notice that is executed by the Chief Executive Officer of the Corporation which states (1) the number of shares of Series A Preferred Stock and Series B Preferred Stock held by a holder thereof that the Corporation is seeking to redeem on the Mandatory Redemption Date; (2) the Mandatory Redemption Date and the Applicable Redemption Price; (3) the date upon which the holder’s right to convert shares of Series A Preferred Stock terminates (as determined in accordance with Section 4); and (4) that the holder is to surrender to the Corporation, in the manner and at the place designated, such holder’s certificate or certificates representing the shares of Series A Preferred Stock and Series B Preferred Stock to be redeemed on such date.

               (v) “Final Voluntary Redemption Notice” means a written notice that is executed by the Chief Executive Officer of the Corporation which states (1) the number of shares of Series A Preferred Stock and Series B Preferred Stock held by a holder thereof that the Corporation is seeking to redeem on a Voluntary Redemption Date; (2) the Voluntary Redemption Date and the Applicable Redemption Price; (3) the date upon which the holder’s right to convert shares of Series A Preferred Stock terminates (as determined in accordance with Section 4); (4) that the holder is to surrender to the Corporation, in the manner and at the place designated, such holder’s certificate or certificates representing the shares of Series A Preferred Stock and Series B Preferred Stock to be redeemed on such date; and (5) the Corporation has sufficient cash on hand to redeem all of the shares of

Certificate of Powers, Designations, Preferences and Rights — Page 19

Series A Preferred Stock and Series B Preferred Stock to be redeemed on such date, which statement is certified in writing by the Corporation’s Chief Financial Officer.

               (vi) “Initial Mandatory Redemption Notice” means a written notice that is executed by the Chief Executive Officer of the Corporation which states (1) the number of shares of Series A Preferred Stock and Series B Preferred Stock held by a holder thereof that the Corporation is seeking to redeem on the Mandatory Redemption Date; (2) the Mandatory Redemption Date; (3) the date upon which the holder’s right to convert shares of Series A Preferred Stock terminates (as determined in accordance with Section 4); and (4) that the holder is to surrender to the Corporation, in the manner and at the place designated, such holder’s certificate or certificates representing the shares of Series A Preferred Stock and Series B Preferred Stock to be redeemed on such date.

               (vii) “Initial Voluntary Redemption Notice” means a written notice that is executed by the Chief Executive Officer of the Corporation which states (1) the number of shares of Series A Preferred Stock and Series B Preferred Stock held by a holder thereof that the Corporation is seeking to redeem on a Voluntary Redemption Date; (2) the Voluntary Redemption Date; (3) the date upon which the holder’s right to convert shares of Series A Preferred Stock terminates (as determined in accordance with Section 4); (4) that the holder is to surrender to the Corporation, in the manner and at the place designated, such holder’s certificate or certificates representing the shares of Series A Preferred Stock and Series B Preferred Stock to be redeemed on such date; and (5) the Corporation has sufficient cash on hand to redeem all of the shares of Series A Preferred Stock and Series B Preferred Stock to be redeemed on such date, which statement is certified in writing by the Corporation’s Chief Financial Officer.

               (viii) “Mandatory Redemption Date” means the date that is 180 days after the date on which Credit Facility expires or otherwise terminates without giving effect to any amendments, extensions or waivers thereof.

               (ix) “Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Series A Original Issue Date, shall be the New York Stock Exchange.

               (x) “Trading Day” means (1) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin Board), or (2) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (3) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in clauses (1), (2) and (3) hereof, then Trading Day shall mean any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

               (xi) “Trading Market” means whichever of the New York Stock Exchange, the NYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

     7. Waiver. Any of the rights, powers preferences and other terms of the Series A Preferred Stock and the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series A

Certificate of Powers, Designations, Preferences and Rights — Page 20

Preferred Stock and Series B preferred Stock by the affirmative consent or vote of the holders of a majority of the shares of Series A Preferred Stock then outstanding.

     8. Certain Opportunities. The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any Series A Director or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.”

Signature Page to Certificate of Powers, Designations, Preferences and Rights

     IN WITNESS WHEREOF, this Certificate of Powers, Designations, Preferences and Rights has been executed by a duly authorized officer of the Corporation on this ___day of                     , 20___.

By:
	Name:
	Title:

EXHIBIT C

[Weil, Gotshal & Manges LLP letterhead]

                          , 2009

TA IX, L.P.
TA/Atlantic and Pacific IV, L.P.
TA Strategic Partners Fund A, L.P.
TA Strategic Partners Fund B, L.P.
TA Investors II, L.P.
TA Subordinated Debt Fund, L.P.
200 Clarendon Street, 56^th floor
Boston, Massachusetts 02116

Paribas North America, Inc.
[Address]

Charles Allen
[Address]

William Brock Hardaway
[Address]

Lawrence A. Humphrey
[Address]

Ladies and Gentlemen:

          We have acted as counsel to RehabCare Group, Inc., a Delaware corporation (“RehabCare Parent”), RehabCare Group East, Inc., a Delaware corporation (“RehabCare East”), RehabCare Hospital Holdings, LLC, a Delaware limited liability company (“RehabCare HH”) and RehabCare Merger Sub Corporation, a Delaware corporation (“RehabCare Merger Sub”, and together with RehabCare Parent, RehabCare East and RehabCare HH, the “Companies”) in connection with the preparation, authorization, execution and delivery of, and the consummation of the transactions contemplated by, (i) the Agreement and Plan of Merger, dated as of November 3, 2009, by and among Triumph HealthCare Holdings, Inc., RehabCare Parent, RehabCare East,

                          , 2009
Page 2

RehabCare HH, RehabCare Merger Sub and TA Associates, Inc., in its capacity as securityholders representative (the “Merger Agreement”), (ii) the Backstop Securities Agreement, dated as of November 3, 2009, by and among RehabCare Parent and the persons and entities identified on the signature pages thereto (the “Backstop Securities Agreement”) and (iii) the Registration Rights Agreement, dated as of November 3, 2009, by and among RehabCare Parent and the several stockholders signatory thereto (the “Registration Rights Agreement”, and together with the Merger Agreement and the Backstop Securities Agreement, the “Agreements”¹). Capitalized terms defined in the Agreements and used (but not otherwise defined) herein are used herein as so defined.

          In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Agreements and such corporate or, as applicable, limited liability company records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Companies, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

          In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Companies and upon the representations and warranties of the Companies contained in the Agreements. As used herein, “to our knowledge” and “of which we are aware” mean the conscious awareness of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Agreements.

          Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

          1. Each of the Companies is a corporation or, as applicable, limited liability company validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or, as applicable, limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

¹ Our opinions with respect to the Backstop Securities Agreement and the Registration Rights Agreement will only be delivered if Backstop Securities are actually required to be delivered.

                          , 2009
Page 3

          2. The Backstop Securities to be issued pursuant to the Backstop Securities Agreement have been duly authorized and, when issued as contemplated by the Backstop Securities Agreement, will be validly issued, fully paid and nonassessable. Assuming a sufficient number of authorized but unissued shares of common stock of RehabCare Parent are available for issuance if and when the Backstop Securities are converted, the shares of common stock of RehabCare Parent, when issued and delivered upon conversion of the Backstop Securities in accordance with RehabCare Parent’s certificate of incorporation, will be validly issued, fully paid and nonassessable.

          3. Each of the Companies has all requisite corporate or, as applicable, limited liability company power and authority to execute and deliver the Agreements to which it is a party and to perform its obligations thereunder. The execution, delivery and performance of the Agreements by each of the Companies party thereto has been duly authorized by all necessary corporate or, as applicable, limited liability company action on the part of each such Company. Each of the Agreements has been duly and validly executed and delivered by each of the Companies party thereto.

          4. Assuming the due authorization, execution and delivery thereof by the parties thereto (other than the Companies), the Agreements constitute the legal, valid and binding obligation of each of the Companies party thereto, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that (A) rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto and (B) no opinion is expressed with respect to any provision of the Agreements providing for liquidated damages.

          5. The execution and delivery by each of the Companies of the Agreements to which it is a party and the performance by each of the Companies of its obligations thereunder will not conflict with, constitute a default under or violate any (i) of the terms, conditions or provisions of the certificate of incorporation or, as applicable, certificate of formation or by-laws or, as applicable, limited liability company agreement of each such Company, (ii) Delaware corporate or, as applicable, limited liability company law or federal law or regulation (other than federal and state securities or blue sky laws, antitrust laws and laws applicable to the healthcare industry as to which we express no opinion in this paragraph) or (iii) judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on each such Company of which we are aware.

                          , 2009
Page 4

          6. To our knowledge, there is no litigation, proceeding or governmental investigation pending or overtly threatened against any of the Companies that relates to any of the transactions contemplated by the Agreements.

          7. Assuming that the representations of the other parties thereto contained in the Backstop Securities Agreement are true, correct and complete and assuming compliance by the other parties thereto with their covenants set forth in the Backstop Securities Agreement, it is not necessary in connection with the offer, sale and delivery of the Backstop Securities to the other parties thereto pursuant to the Backstop Securities Agreement to register the Backstop Securities under the Securities Act of 1933, as amended.

          The opinions expressed herein are limited to the laws of the State of Texas, the corporate or, as applicable, limited liability company laws of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. For the purposes of Paragraph 4 hereof, we have assumed that the laws of the State of Delaware (other than the Delaware General Corporation Law), which is the governing law of the Agreements, are the same as the laws of the State of Texas.

          The opinions expressed herein are rendered solely for your benefit in connection with the transactions described herein. Those opinions may not be used or relied upon by any other person, nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent.

Very truly yours,

EXHIBIT D

FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

As of                     ,      

Computershare Investor Services
2 North LaSalle Street
Chicago, IL 60602
Attn: Kathy Kinard, Relationship Manager

Ladies and Gentlemen:

     Reference is made to that certain Backstop Securities Agreement, dated as of November 3, 2009 (the “Agreement”), by and among RehabCare Group, Inc., a Delaware corporation (the “Company”), and the stockholders named on the signature pages thereto (collectively, and including permitted transferees, the “Holders”), pursuant to which the Company is issuing to the Holders shares (the “Shares”) of Series A Convertible Redeemable Preferred Stock of the Company, par value $0.10 per share (the “Series A Preferred Stock”, and shares of Series B Non-Voting Redeemable Preferred Stock of the Company, par value $0.10 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Shares”). Subject to the terms set forth in the Certificate of Powers, Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock and Series B Redeemable Non-Voting Preferred Stock of RehabCare Group, Inc., the Holders of Preferred Shares are entitled to convert such Preferred Shares into shares of Common Stock of the Company, par value $0.01 per share (the “Common Stock”). All such shares of Common Stock issued upon conversion of the Shares held by any Holder, whether such Shares are now held or hereafter acquired, including, without limitation, any Shares issued as a dividend, shall be referred to herein as the “Conversion Shares.”

     This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time and the conditions set forth in this letter are satisfied), subject to any stop transfer instructions that we may issue to you from time to time, if any, to issue certificates representing shares of Common Stock upon transfer or resale of the Conversion Shares.

     You acknowledge and agree that so long as you have received (a) written confirmation from the Company’s legal counsel that either (1) a registration statement covering resales of the Conversion Shares has been declared effective by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), or (2) the Conversion Shares have been sold in conformity with Rule 144 under the Securities Act (“Rule 144”) or are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions and (b) if applicable, a copy of such registration statement, then, unless otherwise required by law, within three (3) Trading Days of your receipt of a notice of transfer or Conversion Shares, you shall issue the certificates representing the Conversion Shares registered in the names of such Holders or transferees, as the case may be, and such certificates shall not bear any legend restricting transfer of the Conversion Shares thereby and should not be subject to any stop-transfer restriction; provided, however, that if such Conversion Shares are not registered for resale under the Securities Act or able to be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, then the certificates for such Conversion Shares shall bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE

OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

     A form of written confirmation from the Company’s legal counsel that a registration statement covering resales of the Conversion Shares has been declared effective by the Commission under the Securities Act is attached hereto as Annex I.

     Please be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third party beneficiary to these instructions.

     Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions.

Very truly yours,

REHABCARE GROUP, INC.

By:

Name:

Title:

Acknowledged and Agreed to as of the Date
First Written Above:

COMPUTERSHARE INVESTOR SERVICES

By:

Name:

Title:

Annex I

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

Computershare Investor Services
2 North LaSalle Street
Chicago, IL 60602
Attn: Kathy Kinard, Relationship Manager

     Re: RehabCare Group, Inc.

Ladies and Gentlemen:

     I am [General Counsel] to RehabCare Group, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Backstop Securities Agreement, dated as of November 3, 2009, entered into by and among the Company and the stockholders named therein (collectively, the “Stockholders”) pursuant to which the Company issued shares of Series A Convertible Redeemable Preferred Stock of the Company, par value $0.10 per share (the “Series A Preferred Stock”, and shares of Series B Non-Voting Redeemable Preferred Stock of the Company, par value $0.10 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Shares”). Subject to the terms set forth in the Certificate of Powers, Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock and Series B Redeemable Non-Voting Preferred Stock of RehabCare Group, Inc., Stockholders are entitled to convert such Preferred Shares into shares of Common Stock of the Company, par value $0.01 per share (the “Common Stock”). Pursuant to that certain Registration Rights Agreement of even date, the Company agreed to register the resale of the Common Stock (collectively, the “Registrable Securities”), under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on November ___, 2009, the Company filed a Registration Statement on Form S-3 (File No. 333-_____ ) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the Registrable Securities which names each of the Stockholders as a selling stockholder thereunder.

     In connection with the foregoing, the Company advises you that a member of the Commission’s staff has advised the Company by telephone that the Commission has entered an order declaring the Registration Statement effective under the Securities Act at       [a.m.][p.m.] on                     ,      , and the Company has no knowledge, after telephonic inquiry of a member of the staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Commission and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.

     This letter shall serve as the Company’s standing notice to you that the Common Stock may be freely transferred by the Stockholders pursuant to the Registration Statement. You need not require further letters from the Company to effect any future legend-free issuance or reissuance of shares of Common Stock to the Stockholders or the transferees of the Stockholders, as the case may be, as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated November 3, 2009, provided at the time of such reissuance, the Company has not otherwise notified you that the Registration Statement is unavailable for the resale of the Registrable Securities. This letter shall serve as the Company’s standing instructions with regard to this matter.

Very truly yours,


RehabCare Group, Inc.
 

By:  

EX-99.11

EXHIBIT 99.11

REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 3, 2009, by and among RehabCare Group, Inc., a Delaware corporation (the “Company”), and the several stockholders signatory hereto (each, a “Stockholder” and collectively, the “Stockholders”).

          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”).

          NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Stockholders agree as follows:

     1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Backstop Agreement shall have the meanings given such terms in the Backstop Agreement. As used in this Agreement, the following terms shall have the following meanings:

          “Advice” has the meaning set forth in Section 7(c).

          “Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person.

          “Aggregate Preferred Stock Issue Price” means the sum of (i) the Aggregate Series A Issue Price plus (ii) the Aggregate Series B Issue Price.

          “Aggregate Series A Issue Price” means, with respect to each Holder, the product of (i) the number of shares of Series A Preferred Stock issued or issuable to such Holder pursuant to the Backstop Agreement in accordance with the Merger Agreement multiplied by (ii) the Series A Original Issue Price.

          “Aggregate Series B Issue Price” means, with respect to each Holder, the product of (i) the number of shares of Series A Preferred Stock issued or issuable to such Holder pursuant to the Backstop Agreement in accordance with Merger Agreement multiplied by (ii) the Series B Original Issue Price.

          “Agreement” has the meaning set forth in the Preamble.

          “Backstop Agreement” has the meaning set forth in the Recitals.

          “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

          “Certificate of Designations” means the Certificate of Powers, Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock and Series B Redeemable Non-Voting Preferred Stock of RehabCare Group, Inc.

          “Closing” has the meaning set forth in the Backstop Agreement.

          “Closing Date” has the meaning set forth in the Backstop Agreement.

          “Commission” means the Securities and Exchange Commission.

          “Common Stock” means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereinafter be reclassified.

          “Company” has the meaning set forth in the Preamble and shall include any successor entity thereto.

          “Demand Registration Statement” has the meaning set forth in Section 2(c)(i).

          “Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.

          “Effectiveness Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the earlier of (i) the ninetieth (90^th) calendar day following the Closing Date and (ii) the 3^rd Trading Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.

          “Effectiveness Period” has the meaning set forth in Section 2(b).

          “Event” has the meaning set forth in Section 2(d).

          “Event Date” has the meaning set forth in Section 2(d).

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “Filing Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the fifth (5^th) Business Day following the Merger Agreement Closing Date.

          “Holder” or “Holders” means the holder or holders, as the case may be, from time to time, of Registrable Securities.

          “Indemnified Party” has the meaning set forth in Section 5(c).

          “Indemnifying Party” has the meaning set forth in Section 5(c).

          “Initial Registration Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.

          “Initiating Holders” has the meaning set forth in Section 2(c)(i).

          “Liquidated Damages” has the meaning set forth in Section 2(d).

          “Losses” has the meaning set forth in Section 5(a).

          “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, RehabCare Group East, Inc., RehabCare Merger Sub

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Corporation, Triumph Healthcare Holdings, Inc. and certain other parties named therein, as the same may be amended, restated, modified or supplemented in accordance with its terms.

          “Merger Agreement Closing Date” means the “Closing Date” (as such term is defined in the Merger Agreement).

          “New Registration Statement” has the meaning set forth in Section 2(a).

          “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

          “Principal Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Closing Date, shall be the New York Stock Exchange.

          “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

          “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

          “Registrable Securities” means all of (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that with respect to a particular Holder, such Holder’s Shares shall cease to be Registrable Securities upon a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such securities sold by the Holder shall cease to be a Registrable Security). Notwithstanding anything to the contrary set forth herein, for purposes of calculating the number of Registrable Securities to be covered by the Registration Statements described in Section 2, such number shall include (x) the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, (y) the shares of Common Stock issuable upon conversion of the Series A Preferred Stock to be issued, subject to obtaining the Stockholder Approval (as defined in the Backstop Agreement), upon conversion of the Series B Preferred Stock into the Series A Preferred Stock (including any payment-in-kind dividends with respect the Series B Preferred Stock) and (z) any shares of Common Stock issued or issuable upon conversion of any payment-in-kind dividends with respect to the Series A Preferred Stock or the Series B Preferred Stock.

          “Registration Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, including, without limitation, the Initial Registration Statement, the New Registration Statement, any Remainder Registration Statements and any Demand Registration Statements, amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

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          “Remainder Registration Statement” has the meaning set forth in Section 2(a).

          “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “Selling Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time.

          “Series A Original Issue Price” means the “Series A Original Issue Price” (as defined in the Certificate of Designations).

          “Series B Original Issue Price” means the “Series B Original Issue Price” (as defined in the Certificate of Designations).

          “Series A Preferred Stock” means the Series A Convertible Redeemable Preferred Stock of the Company, par value $0.10 per share, and any securities into which such they may hereinafter be reclassified.

          “Series B Preferred Stock” means the Series B Non-Voting Redeemable Preferred Stock of the Company, par value $0.10 per share, and any securities into which such they may hereinafter be reclassified.

          “Shares” means (i) the shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock held by any Stockholder and (ii) the shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock held by any Stockholder to be issued, subject to the approval of the stockholders of the Company, upon conversion of the Series B Preferred Stock into the Series A Preferred Stock held by any Stockholder, in each case, whether such preferred shares are now held or hereafter acquired by such Stockholder.

          “Stockholder” or “Stockholders” has the meaning set forth in the Preamble.

          “Total Aggregate Preferred Stock Issue Price” the sum of the Aggregate Preferred Stock Issue Prices of the shares of Series A Preferred Stock and Series B Preferred Stock issued or issuable to the Stockholders pursuant to the Backstop Agreement in accordance with the Merger Agreement.

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          “Trading Day” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) or (iii) hereof, then Trading Day shall mean a Business Day.

          “Trading Market” means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

     2. Registration.

          (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(f) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including, without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages (as defined in Section 2(d)), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities issuable to such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities issuable to such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, the Company will use its reasonable best efforts to file

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with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

          (b) The Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its reasonable best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by the Stockholders without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”); provided, however, that if such Registration Statement is no longer continuously effective due to the occurrence of the event specified in clause (ii) and at any time thereafter the event specified in clause (ii) ceases to be true for any reason, then the Company shall use its reasonable best efforts to cause a new Registration Statement covering the resale of all of the Registrable Securities to be declared effective by the Commission as soon as practicable, and the Company shall be subject to the terms and conditions of this Agreement with respect to any such new Registration Statement. The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall use its reasonable best efforts to file, by 9:30 a.m. New York City time on the first Trading Day after the Effective Date, a final Prospectus with the Commission, as required by Rule 424(b). Failure to so notify the Holders on or before the second Trading Day after such notification of effectiveness is required to be given or the failure to file a final Prospectus within the aforementioned timeframe shall be deemed an Event under Section 2(d).

          (c) Demand Registrations.

               (i) At any time after the Closing Date, the Holders of a majority of the then outstanding Registrable Securities held by all Holders (the “Initiating Holders”) may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Initiating Holders (a “Demand Registration Statement”). Upon receipt of such request, the Company shall promptly deliver notice of such request to all other Holders, if any, who shall then have ten (10) Business Days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Holder to participate in such registration shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall use its reasonable best efforts to effect the registration of all Registrable Securities whose Holders request, pursuant to this Section 2(c)(i), participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so

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subject or file a general consent to service of process in any such jurisdiction; provided further that (A) the Company shall not be required to effect registration pursuant to a request under this Section 2(c)(i) more than two (2) times if the Total Aggregate Preferred Stock Issue Price is greater than or equal to $50,000,000 and (B) the Company shall not be required to effect registration pursuant to a request under this Section 2(c)(i) more than one (1) time if the Total Aggregate Preferred Stock Issue Price is greater than or equal to $25,000,000 and less than $50,000,000, it being understood that the Company shall have no obligation to effect registration pursuant to a request under this Section 2(c)(i) if the Total Aggregate Preferred Stock Issue Price is less than $25,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(c)(i) within ninety (90) days after the effective date of a Registration Statement filed by the Company covering a firm commitment underwritten public offering in which the Holders shall have been entitled to join pursuant to this Section 2(c)(i) or Section 2(g) hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been so requested subject to the ability of the managing underwriter or underwriters of such firm commitment underwritten public offering to reduce the number of Registrable Securities pursuant to Section 2(c)(ii). A registration will not count as a requested registration under this Section 2(c)(i) until the Demand Registration Statement relating to such registration has been declared effective by the Commission at the request of the Initiating Holders; provided, however, that if the Initiating Holders shall request, in writing, that the Company withdraw a Demand Registration Statement which has been filed under this Section 2(c)(i) but has not yet been declared effective, the Initiating Holders may thereafter request the Company to reinstate such Demand Registration Statement, if permitted under the Securities Act, or to file another Demand Registration Statement, in accordance with the procedures set forth herein. In addition, a registration will not count as a requested registration under this Section 2(c)(i) in the event that any Registrable Securities sought to be included by the Holders in such registration are excluded from such registration in accordance with Section 2(c)(ii) or Section 2(g).

               (ii) If the managing underwriter or underwriters of an underwritten public offering reasonably determine in writing that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters; provided, however, that securities shall be excluded in the following sequence: (i) first, shares of Common Stock held by any stockholder not having rights to include such shares in the underwritten public offering; (ii) second, Registrable Securities held by all Holders other than the Initiating Holders; (iii) third, Registrable Securities held by the Initiating Holders; and (iv) fourth, shares of Common Stock sought to be registered by the Company for its own account. If there is a reduction of some but not all of the number of shares pursuant to clauses (i) through (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of securities held by the holders in the applicable category and subject to the priorities set forth in the preceding sentence).

               (iii) With respect to a request for registration pursuant to Section 2(c)(i), which is for an underwritten public offering, the managing underwriter shall be chosen by the Initiating Holders, subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company shall not be required to register any Registrable Securities pursuant to this Section 2(c) unless the Holders of such Registrable Securities accept the terms of the underwriting agreed upon between the Company and the managing underwriter or underwriters. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters.

          (d) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any

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reason on or prior to the Effectiveness Deadline, (iii) after its Effective Date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason for more than an aggregate of twenty (20) consecutive calendar days or forty (40) calendar days (which need not be consecutive days) during any twelve (12) month period, or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Holders who are not Affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto) (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and, for purposes of clauses (i), (ii) or (iv), the date on which such Event occurs, or for purposes of clause (iii), the date on which such twenty (20) or forty (40) calendar day period is exceeded, being referred to as an “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by each such monthly anniversary date) until the earlier of (1) the applicable Event is cured or (2) the date that all Registrable Securities covered by such Registration Statement may be sold by the Stockholders without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty (“Liquidated Damages”), equal to one and one-half percent (1.5%) of the Aggregate Preferred Stock Issue Price. The parties agree that (1) notwithstanding anything to the contrary herein or in the Backstop Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 2(d)(iv) herein) (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Deadline), and in no event shall the aggregate amount of Liquidated Damages (excluding Liquidated Damages payable in respect of an Event described in Section 2(d)(iv) herein) payable to a Holder exceed, in the aggregate, ten percent (10%) of the Aggregate Preferred Stock Issue Price per annum (calculated on a rolling twelve-month basis) (or twelve percent (12%) of the Aggregate Preferred Stock Issue Price per annum (calculated on a rolling twelve-month basis) if the only Event is of the type described in Section 2(d)(iv) herein) and (2) in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of one and one-half percent (1.5%) of the Aggregate Preferred Stock Issue Price. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(d) in full within five (5) Business Days after the date on which such Liquidated Damages become due and payable, the Company shall pay interest thereon at a rate of one and one-half percent (1.5%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest accrued but unpaid thereon, are paid in full. The Liquidated Damages described in this Section 2(d) shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 2(d) shall once again apply, if applicable. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Stockholder to timely provide the

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Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Stockholder).

          (e) Each Holder has furnished to the Company a completed Selling Stockholder Questionnaire prior to the date hereof. At least ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, at least three (3) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its reasonable best efforts to take such actions as are required to name such Holder as a selling securityholder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(e) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

          (f) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

          (g) If the Company proposes to register in an underwritten offering any of its shares of Common Stock under the Securities Act for sale to the public (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give prior written notice to each Holder. Upon the written request of any of such Holders, given within ten (10) Business Days after receipt by such Person of such notice, the Company shall, subject to the limits contained in this Section 2(g), use its reasonable best efforts to cause all Registrable Securities requested by such Holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, to the extent required to permit the sale of their Registrable Securities in such underwritten public offering; provided, however, that if the managing underwriter or underwriters of such offering reasonably determine in writing that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters; provided, however, that securities shall be excluded in the following sequence: (i) first, shares of Common Stock held by any stockholder not having rights to include such shares in the underwritten public offering; (ii) second, Registrable Securities held by all Holders; and (iii) third, shares of Common Stock sought to be registered by the Company for its own account. If there is a reduction of some but not all of the number of shares pursuant to clauses (i) through (ii), such reduction shall be made on a pro rata basis (based upon

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the aggregate number of securities held by the holders in the applicable category and subject to the priorities set forth in the preceding sentence). Additionally, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) unless the Holders of such Registrable Securities accept the terms of the underwriting agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters). All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters.

     3. Registration Procedures

          In connection with the Company’s registration obligations hereunder, the Company shall:

          (a) Not less than five (5) Trading Days prior to the filing of the Initial Registration Statement, not less than ten (10) Trading Days prior to the filing of any other Registration Statement and not less than two (2) Trading Days prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor reports), (i) furnish to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, the selling stockholder and other applicable information contained therein, which will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned portions of the documents within such five (5) Trading Day, ten (10) Trading Day or two (2) Trading Day period, as the case may be, then the Holder shall be deemed to have consented to and approved the use of such documents) and (ii) use reasonable best efforts to cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided that, the Company is notified of such objection in writing within the five (5) Trading Day, ten (10) Trading Day or two (2) Trading Day period described above, as applicable.

          (b) (i) Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable, provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities (A) shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented or (B) covered by such Registration Statement may be sold by the Stockholders without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer

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agent; provided, however, that each Stockholder shall be responsible for the delivery of the Prospectus to the Persons to whom such Stockholder sells any of its Shares (including in accordance with Rule 172 under the Securities Act), and each Stockholder agrees to dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed.

          (c) Notify the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than two (2) Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than two (2) Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on any Registration Statement (in which case the Company shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of Prospectus or supplement thereto, in the light of the circumstances under which they were made), not misleading and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided that any and all such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; and provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.

          (d) Use reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any

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suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.

          (e) If requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided that the Company shall have no obligation to provide any document pursuant to this clause (e) that is available on the Commission’s EDGAR system.

          (f) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

          (g) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of all restrictive legends, to the extent permitted by the Backstop Agreement and under law, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may reasonably request.

          (h) Following the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of Prospectus or supplement thereto, in the light of the circumstances under which they were made), not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of a Registration statement and Prospectus, subject to the payment of partial Liquidated Damages otherwise required pursuant to Section 2(d), for a period not to exceed forty (40) calendar days (which need not be consecutive days) in any twelve (12) month period.

          (i) Have the option to require each selling Holder to furnish to the Company a certified statement as to (i) the number of Shares beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations, (iii) any natural persons who have the power to vote or dispose of the Shares and (iv) any other information as may be requested by the Commission, FINRA or any state securities commission. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of Registrable Securities because

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any Holder fails to furnish such information within five (5) Trading Days of the Company’s request, any Liquidated Damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

          (j) Cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required for the first such filing within two (2) Business Days of the request therefor.

          (k) With respect to any underwritten or agented offering, (i) make available members of the management of the Company for reasonable assistance in selling efforts related to such offering (including, without limitation, senior management attendance at due diligence meetings with underwriters and their counsel and road shows), (ii) enter into underwriting or placement agency agreements containing usual and customary terms and conditions for such types of offerings and (iii) take all such other actions in connection therewith customarily undertaken by issuers in order to expedite or facilitate the disposition of Registrable Securities in connection therewith, including, without limitation: (A) making such reasonable and customary representations and warranties to the underwriters or placement agents with respect to the business of the Company, the Registration Statement pursuant to which the sale of the Registrable Securities is to be registered, the Prospectus and any documents, if any, incorporated or deemed to be incorporated by reference therein, as may reasonably be required by the underwriters or placement agents; (B) obtaining reasonable and customary opinions of counsel to the Company and updates thereof, addressed to the Holders and each of the underwriters or placement agents; (C) obtaining reasonable and customary “cold comfort” letters and updates thereof from the independent certified public accountants of the Company addressed to the Holders and each of the underwriters; (D) ensuring that, if an underwriting agreement or placement agency agreement is entered into, such agreement shall contain indemnification provisions and procedures that are usual and customary for an offering of such size; (E) filing with the SEC a final Prospectus with respect to the offering that satisfies the requirements of Section 10(a) of the Securities Act as soon as practicable following the pricing of the offering and, in any event, prior to the first scheduled date for delivery by the Holders to the underwriters, placement agents or purchasers of Registrable Securities in the offering; and (F) delivering such documents and certificates as may be reasonably requested by the underwriters, placement agents or purchasers and their respective counsel to evidence the continued validity of the representations and warranties made pursuant to clause (A) of this Section 3(k).

     4. Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders), (C) if not previously paid by the Company in connection with Section 3(j) above, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale and (D) with respect to any underwritten or agented offering), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of

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prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, including, without limitation, fees incurred in connection with obtaining any legal opinions, (v) customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters, or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters, if such comfort letter or comfort letters is required by the managing underwriter), (vi) with respect to each registration or underwritten offering, fees and disbursements, up to a maximum of $100,000, of one counsel selected by Holders of a majority of the then outstanding Registrable Securities, (vii) Securities Act liability insurance, if the Company so desires such insurance, and (viii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

     5. Indemnification.

          (a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of any such Holder, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of any such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 7(c) below, to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent that any such Losses arise out of the Stockholder’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then

14

amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

          (b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 7(c). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

          (c) Conduct of Indemnification Proceedings.

               (i) If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing; provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

               (ii) An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses or (2) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party; provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time

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for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such Proceeding.

               (iii) Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within fifteen (15) Trading Days of written notice thereof to the Indemnifying Party; provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

     (d) Contribution.

               (i) If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ fees or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

               (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution shall be required under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth in this Section 5. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

16

               (iii) The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Backstop Agreement.

     6. Market Stand-off.

          (a) Each Holder agrees, if requested by the Company and the managing underwriter of Registrable Securities in connection with any equity financing closed by the Company prior to the Merger Agreement Closing Date, not to directly or indirectly lend, pledge, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any equity securities of the Company held by it for forty-five (45) days following the effective date of the registration statement filed under the Securities Act in connection with such financing, as such underwriter shall specify reasonably and in good faith; provided that, in the event that any Person subject to a similar lock up arrangement in connection with such financing is released from such lock up in whole or in part (notice of such release to be given by the managing underwriters and/or the Company to all Holders at least five (5) Business Days in advance), all Holders shall at the time of such release automatically be released to the same extent so that, for the avoidance of doubt, if 50% of a Person’s equity interests in the Company are released, 50% of each Holder’s Registrable Securities are also so released. Each Investor shall enter into customary letter agreements to the foregoing effect if so requested by the Company and any managing underwriter.

          (b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the securities of the Company held by each Holder (and the securities of every other person subject to the foregoing restriction) until the end of such period.

     7. Miscellaneous.

          (a) Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to injunctive relief and/or specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for injunctive relief and/or specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

          (b) No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except and to the extent specified in the disclosure schedules to the Backstop Agreement, neither the Company nor any of its securityholders (other than the Holders in such capacity pursuant hereto) may include previously issued and outstanding securities of the Company in a Registration Statement other than the Registrable Securities and the Company shall not enter into any agreement providing any such right to any of its securityholders prior to the Effective Date. The Company shall not file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form S-4 until the date that is ninety (90) days after the Initial Registration Statement or New Registration Statement, as the case may be, is declared effective. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing with the Commission a registration statement relating to an offering of Common Stock by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held by such stockholders or from filing amendments to registration statements filed prior to the date of this Agreement.

17

          (c) Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

          (d) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered into, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date hereof, enter into, any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

          (e) Amendments and Waivers; Termination. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding no less than a majority of the then outstanding Registrable Securities held by the Holders, provided that any party may give a waiver as to itself; provided further that no amendment, modification or waiver shall be made or granted in a manner that by its terms materially and adversely affects a Holder’s rights hereunder without the approval of such Holder, unless such modification, amendment or waiver adversely affects all Holders in the same manner proportionate to their respective holdings of Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Agreement or in the Merger Agreement, if the Merger (as defined in the Merger Agreement) is not consummated in accordance with the terms and conditions set forth in the Merger Agreement and no Backstop Securities are issued or issuable under the terms and conditions of the Backstop Agreement, then this Agreement shall automatically terminate and be of no further force or effect.

          (f) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Backstop Agreement.

          (g) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder and each pledgee, donee, transferee, distributee or successor in interest of any or all of such Holder’s Registrable Securities. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or consolidation or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.

          (h) Execution and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have

18

been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing such signature (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.

          (i) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Backstop Agreement.

          (j) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

          (k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

          (l) Headings. The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.

          (m) Independent Nature of Stockholders’ Obligations and Rights. The obligations of each Stockholder under this Agreement are several and not joint with the obligations of any other Stockholder hereunder, and no Stockholder shall be responsible in any way for the performance of the obligations of any other Stockholder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Stockholder pursuant hereto or thereto, shall be deemed to constitute the Stockholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Stockholders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Stockholder shall be entitled to protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Stockholder to be joined as an additional party in any Proceeding for such purpose.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

REHABCARE GROUP, INC.
By:	/s/ Patricia S. Williams
	Name:	Patricia S. Williams
	Title:	Senior Vice President, General Counsel and Secretary

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
TA IX, L.P.
AUTHORIZED SIGNATORY
By:	TA Associates IX LLC
Its:	General Partner
By:	TA Associates, Inc.
Its:	Manager
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
TA/ATLANTIC AND PACIFIC IV L.P.
AUTHORIZED SIGNATORY
By:	TA Associates AP IV L.P.
Its:	General Partner
By:	TA Associates, Inc.
Its:	Manager
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
TA STRATEGIC PARTNERS FUND A L.P.
AUTHORIZED SIGNATORY
By:	TA Associates SPF L.P.
Its:	General Partner
By:	TA Associates, Inc.
Its:	General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
TA STRATEGIC PARTNERS FUND B L.P.
By:	TA Associates SPF L.P.
Its:	General Partner
By:	TA Associates, Inc.
Its:	General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
TA INVESTORS II, L.P.
AUTHORIZED SIGNATORY
By:	TA Associates, Inc.
Its:	General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
TA SUBORDINATED DEBT FUND, L.P.
AUTHORIZED SIGNATORY
By:	TA Associates, Inc.
Its:	General Partner
By:	/s/ Michael Berk
	Name:	Michael Berk
	Its:	Managing Director
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
PARIBAS NORTH AMERICA, INC.
AUTHORIZED SIGNATORY
By:	/s/ Everett Schenk
Name:	Everett Schenk
Title:	President/CEO
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
PARIBAS NORTH AMERICA, INC.
AUTHORIZED SIGNATORY
By:	/s/ Dennis Lerner
Name:	Dennis Lerner
Title:	Tax Director
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention:
Tel:
Fax:
Email:

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING PERSON
 

/s/ Charles Allen

CHARLES ALLEN

ADDRESS FOR NOTICE

c/o:                                                                                            

Street:                                                                                       

City/State/Zip:                                                                           

Attention:                                                                                  

Tel:                                                                                             

Fax:                                                                                             

Email:                                                                                       

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING PERSON
 

/s/ Lawrence A. Humphrey

LAWRENCE A. HUMPHREY

ADDRESS FOR NOTICE

c/o:                                                                                            

Street:                                                                                       

City/State/Zip:                                                                           

Attention:                                                                                  

Tel:                                                                                             

Fax:                                                                                             

Email:                                                                                       

[Signature Page to Registration Rights Agreement]

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING PERSON
 

/s/ William Brock Hardaway

WILLIAM BROCK HARDAWAY

ADDRESS FOR NOTICE

c/o:                                                                                            

Street:                                                                                       

City/State/Zip:                                                                           

Attention:                                                                                  

Tel:                                                                                             

Fax:                                                                                             

Email:                                                                                       

[Signature Page to Registration Rights Agreement]

ANNEX A

PLAN OF DISTRIBUTION

     We are registering the shares of Common Stock issued or issuable to the selling stockholders to permit the resale of these shares of Common Stock by the holders thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

     The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares:

• purchases by underwriters, brokers, dealers, and agents who may receive compensation in the form of underwriting discounts, concessions, or commissions from the selling stockholders and/or the purchasers of the shares for whom they may act as agent;

• ordinary brokerage transactions and transactions in which the broker solicits purchasers;

• one or more block trades in which a broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction or, in crosses, in which the same broker acts as agent on both sides;

• purchases by a broker or dealer (including a specialist or market maker) as principal and resale by such broker or dealer for its account pursuant to this prospectus;

• face-to-face transactions between sellers and purchasers without a broker-dealer;

• the pledge of shares as security for any loan or obligation, including pledges to brokers or dealers who may from time to time effect distributions of the shares or other interests in the shares;

• settlement of short sales or transactions to cover short sales relating to the shares entered into after the effective date of the registration statement of which this prospectus is a part;

• distributions to creditors, equity holders, partners, and members of the selling stockholders;

• transactions in options, swaps or other derivatives (whether listed on an exchange or otherwise);

A-1

• sales in other ways not involving market makers or established trading markets, including direct sales to institutions or individual purchasers; and

• any combination of the foregoing or by any other legally available means.

     The selling stockholders also may resell all or a portion of the shares of Common Stock in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

     Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate in sales. If the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, brokers, dealers or agents, such underwriters, brokers, dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders. Underwriters, brokers, dealers or agents may also receive compensation from the purchasers of shares of Common Stock for whom they act as agents or to whom they sell as principals, or both. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.

     In connection with sales of the shares of Common Stock or otherwise, the selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short, and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver the shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or one or more derivative transactions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.

     The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest thereof will be the selling beneficial owners for purposes of this prospectus.

A-2

     The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) and any broker-dealers or agents participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any profits realized by the selling stockholders and any compensation earned by such broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act. Selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. We will make copies of this prospectus (as it may be amended or supplemented from time to time) available to the selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) for the purpose of satisfying any prospectus delivery requirements.

     Each selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Upon the Company being notified in writing by a selling stockholder at the time a particular offer of shares is made by one or more of the selling stockholders, a prospectus supplement, if required, will be distributed to set forth the terms of the specific offering of the shares, including (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares offered, (iii) the price at which the shares of Common Stock are being sold, (iv) the proceeds to the selling stockholders from the sale of such shares, (v) the specific plan of distribution for such shares, (vi) the names of the underwriters or agents, if any, (vii) any underwriting discounts, agency fees or other compensation to underwriters or agents, (viii) any discounts or concessions allowed or paid to dealer(s), where applicable, and (ix) any other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).

     Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

     The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) may sell the shares covered by this prospectus from time to time, and may also decide not to sell all or any of the shares they are allowed to sell under this prospectus. The selling stockholders (or their pledgees, donees, transferees, distributees or successors in interest) will act independently of us in making decisions regarding the timing, manner, and size of each sale. There can be no assurance, however, that all or any of the shares will be offered by the selling stockholders. We know of no existing arrangements between any selling stockholders and any broker, dealer, finder, underwriter, or agent relating to the sale or distribution of the shares.

     Each selling stockholder (or its pledgees, donees, transferees, distributees or successors in interest) and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

A-3

     We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any related legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.

     To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise.

A-4

ANNEX B

SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE

     The undersigned holder of shares of Series A Convertible Redeemable Preferred Stock, par value $0.10 per share, of RehabCare Group, Inc. (the “Company”) issued pursuant to a certain Backstop Securities Agreement by and among the Company and the Stockholders named therein, dated as of November 3, 2009 (the “Agreement”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

     In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the "Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within three (3) Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.

     Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.

NOTICE

     The undersigned holder (the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.

     The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

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QUESTIONNAIRE

1. Name.

(a)	Full Legal Name of Selling Stockholder:
(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Stockholder:

Telephone:
Fax:
Contact Person:
E-mail address of Contact Person:

3. Beneficial Ownership of Registrable Securities Issuable Pursuant to the Backstop Agreement:

(a)	Type and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:
	(b) Number of shares of Common Stock to be registered pursuant to this Notice for resale:

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4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o No o

(b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes o No o

Note:  If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c) Are you an affiliate of a broker-dealer?

Yes o No o

Note:  If yes, provide a narrative explanation below:

(c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o No o

Note:  If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Type and amount of other securities beneficially owned:

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6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

7. Plan of Distribution:

The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.

State any exceptions here:

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The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice and Questionnaire.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.

By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the

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Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.

The undersigned hereby acknowledges and is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling:

“An Issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement become effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.

I confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.

     IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

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