Exhibit 2.2
FIRST AMENDMENT TO PURCHASE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), dated as of December 5, 2025, is made and entered into by and among National Mentor Holdings, Inc., a Delaware corporation (“Buyer”), Res-Care, Inc., a Kentucky corporation (“Res-Care”), the other entities identified herein as “Sellers” set forth on Exhibit H of the Purchase Agreement, and BrightSpring Health Services, Inc., a Delaware corporation (“Seller Guarantor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
WHEREAS, Buyer, Res-Care, Seller Guarantor, and the Sellers entered into that certain Purchase Agreement dated as of January 17, 2025 (the “Purchase Agreement”).
WHEREAS, the Parties desire to amend the Purchase Agreement as provided herein.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:
“(b) by Buyer or Res-Care, if Closing has not occurred on or before March 31, 2026 (the “Final Date”);”
5.30 (after the existing Section 5.29) that reads as follows:
“Section 5.30. Further Negotiations. From and after December 5, 2025, the Parties agree to cooperate, in good faith and using commercially reasonable efforts, to negotiate on mutually acceptable terms for amendments to this Agreement to the extent necessary to allow and account for the Regulatory Arrangements.”
6. on such schedule to read as set forth in Clause (B) to Annex 1 attached hereto.