UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GENESIS HEALTHCARE, INC.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

37185X 106

(CUSIP Number)

Steven E. Fishman

c/o Formation Capital, LLC

3820 Mansell Road, Suite 280

Alpharetta, Georgia 30022

(770) 754-9660

Copy to:

Michael Sherman

Genesis Healthcare, Inc.

101 East State Street

Kennett Square, PA 19348

(610) 444-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1) Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. GRFC Gazelle LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2) Represents 127,488 shares of the Issuer’s Class A Common Stock, 329,334 shares of the Issuer’s Class C Common Stock and 329,334 OP Units, on an as-converted, as-exchanged basis, held by GRFC Gazelle LLC.

(3) Based upon information provided by the Issuer as of February 2, 2015, reflecting 134,309,855 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by the parties to the Voting Agreement and exchange of all OP Units held by the parties to the Voting Agreement.

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The securities to which this statement relates are shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”) of Genesis Healthcare, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 101 East State Street, Kennett Square, Pennsylvania 19348.

As provided in the Issuer’s Third Amended and Restated Certificate of Incorporation, dated as of February 2, 2015 (the “Restated Charter”): (i) the holder of each limited liability company interest of FC-GEN Operations Investment, LLC, a Delaware limited liability company (the “OP” or “FC-GEN”)), designated as a “Company Class A Common Unit” (an “OP Unit”), other than OP Units held indirectly by the Issuer, shall, pursuant to terms and subject to the conditions of the limited liability company operating agreement of the OP (the “OP LLC Agreement”) and as set forth in the Restated Charter, have the right to exchange each such OP Unit for a number of fully paid and nonassessable shares of Class A Common Stock equal to the product of one (1) multiplied by the Adjustment Factor (as defined in the OP LLC Agreement) then in effect and (ii) concurrently with such exercise of the exchange privilege, a number of shares of Class C Common Stock of the Issuer, par value $0.001 per share (“Class C Common Stock”), equal to the lesser of (x) the number of shares of Class A Common Stock to be issued as a result of such exchange and (y) the number of shares of Class C Common Stock then outstanding shall automatically, without further action by the exchanging holder or holders thereof, be converted into fully paid and nonassessable shares of Class A Common Stock on the basis of a fraction of a share of Class A Common Stock for each share of Class C Common Stock so converted equal to the product of (A) the Conversion Ratio (as defined in Schedule 1.02 of the Purchase Agreement (defined in Item 3 below)) multiplied by (B) the Adjustment Factor (as defined in the OP LLC Agreement) then in effect. As of the date of this statement the Adjustment Factor is 1.0 and the Conversion Ratio is 0.000174145.

(a) This statement is filed on behalf of HCCF Management Group, Inc., a Georgia corporation (“HCCF, Inc.”), HCCF Management Group XI, LLC, a Delaware limited liability company (“HCCF XI”), FC Profit Sharing, LLC, a Delaware limited liability company (“FC Profit”), Arnold Whitman (“Mr. Whitman”), Senior Care Genesis, LLC, a Delaware limited liability company (“Senior Care”), David Reis (“Mr. Reis”), OpCo Rok, LLC, a Delaware limited liability company (“OpCo Rok”), ZAC Properties XI, LLC, a Virginia limited liability company, (“ZAC Properties”), Steven Fishman (“Mr. Fishman”), George V. Hager, Jr. (“Mr. Hager”), the Robert and Debra F. Hartman Family Trust (“Hartman Trust”), Midway Gen Capital, LLC (“Midway Gen”), Robert Hartman (“Robert Hartman”), Biret Operating LLC, a Delaware limited liability company (“Biret”), Grandview Investors LLC, a Delaware limited liability company (“Grandview”), Max Moxi LLC, a New York limited liability company (“Max Moxi”), GRFC Gazelle LLC, a Delaware limited liability company (“GRFC Gazelle”), Gazelle Riverside LLC, a Delaware limited liability company (“Gazelle Riverside”), Gazelle Light LLC, a Delaware limited liability company (“Gazelle Light”), Gazelle Herne Hill LLC, a Delaware limited liability company (“Gazelle Herne Hill”), L Gen Associates, a Delaware partnership (“L Gen”), Gazelle

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Sing LLC, a Delaware limited liability company (“Gazelle Sing”), Gazelle Costa Brazil LLC, a Delaware limited liability company (“Gazelle Costa Brazil”), Dreyk LLC, a Delaware limited liability company (“Dreyk”), GHC Class B LLC, a Delaware limited liability company (“GHC Class B”), Sing Investments LLC, a Delaware limited liability company (“Sing”), Larts Investments LLC, a Delaware limited liability company (“Larts”), and Isaac Neuberger (“Mr. Neuberger”). Each of the foregoing is referred to as a “Reporting Person” in this statement.

As a result of the Voting Agreement described in Item 6, the Reporting Persons, other than Mr. Reis and Mr. Neuberger, may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Voting Agreement includes a covenant obligating all parties thereto to jointly file this statement and any necessary amendments hereto.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning it contained herein but is not responsible for the completeness and accuracy of the information concerning the other Reporting Person, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

In addition, the following persons are identified pursuant to Instruction C of Schedule 13D: Michael Harris (“Mr. Harris”), Debra F. Hartman (“Mrs. Hartman”) and David Hartman (“David Hartman”) as co-trustees of the Hartman Trust; Formation Capital, LLC (“Formation”) as the person controlling FC Profit; Brian Beckwith (“Mr. Beckwith”) as an executive officer of Formation; LFRI Gen, LLC (“LFRI Gen”) as the person controlling OpCo Rok; Leslie Rieder (“Leslie Rieder”) as the manager of LFRI Gen; Samuel Rieder (“Samuel Rieder”) as a director of LFRI Gen; and Senior Care Development, LLC (“Senior Care Development”) as the manager of Senior Care. Each of the foregoing is referred to as an “Instruction C Person” in this statement. Certain Reporting Persons are also subject to disclosure pursuant to Instruction C of Schedule 13D with respect to other Reporting Persons: Mr. Whitman is an executive officer of HCCF, Inc., the managing member of HCCF XI and an executive officer of Formation, which ultimately controls FC Profit; Mr. Fishman is the managing member of ZAC Properties and an executive officer of Formation, which ultimately controls FC Profit; Mr. Reis is the managing member of Senior Care Development, the manager of Senior Care; Robert Hartman is the manager of Midway Gen; and Mr. Neuberger is the manager of Biret, Grandview, Max Moxi, GRFC Gazelle, Gazelle Riverside, Gazelle Light, Gazelle Herne Hill, L Gen, Gazelle Sing, Gazelle Costa Brazil, Dreyk, GHC Class B, Sing and Larts.

(b) The addresses of the Reporting Persons are as follows:

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The addresses of the Instruction C Persons are as follows:

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(c) The Reporting Persons and the Instruction C Persons are primarily involved in investment activities, and the address of each Reporting Person and Instruction C Person is set forth in (b) above. In addition, Messrs. Fishman, Whitman, Reis and Hartman are directors of the Issuer. Mr. Hager is the Chief Executive Officer and a director of the Issuer.

(d) and (e) None of the Reporting Persons or Instruction C Persons during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each Reporting Person that is not a natural person is set forth in (a) above. Each Reporting Person who is a natural person and each Instruction C Person is a citizen of the United States.

Other than 11,500 shares of Class A Common Stock previously held by Mr. Whitman, each of the Reporting Persons acquired all of his or its shares of Class A Common Stock and Class C Common Stock, and certain of their membership interests in FC-GEN were reclassified as OP Units, in each case upon the closing of the transactions under the Purchase and Contribution Agreement, dated August 18, 2014 and amended January 5, 2015 (as so amended, the “Purchase Agreement”), by and between Skilled Healthcare Group, Inc. (“Skilled”) and FC-GEN. Pursuant to the Purchase Agreement, through a series of transactions, the businesses, assets and liabilities of FC-GEN and Skilled (now known as Genesis Healthcare, Inc., i.e., the Issuer) were combined. The transactions contemplated by the Purchase Agreement were consummated on February 2, 2015. Immediately upon consummation of the transactions under the Purchase Agreement, Skilled changed its name to Genesis Healthcare, Inc.

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Other than 11,500 shares of Class A Common Stock previously held by Mr. Whitman, the Reporting Persons acquired all of their shares of Class A Common Stock and Class C Common Stock and certain of their membership interests in FC-GEN were reclassified as OP Units, in each case in connection with the transactions under the Purchase Agreement. As a result of the transactions under the Purchase Agreement and consistent with the terms and provisions of the Purchase Agreement, the board of directors of the Issuer was increased from nine members to eleven members and Messrs. Fishman, Whitman, Reis, Hartman and Hager were appointed as directors of the Issuer. Mr. Hager, Thomas DiVittorio, Robert A. Reitz, Daniel Hirschfeld, Michael Sherman and JoAnne Reifsnyder were appointed as officers of the Issuer. For additional detail regarding the Purchase Agreement, the transactions thereunder and the ancillary agreements related thereto, reference is made to the disclosures in the Definitive Information Statement filed by the Issuer with the Securities and Exchange Commission on January 9, 2015 (the “Information Statement”), which is incorporated herein by reference. The Purchase Agreement is included as an annex to the Information Statement and is incorporated herein by reference.

In connection with the consummation of the transactions under the Purchase Agreement, on February 2, 2015 the Issuer filed the Restated Charter with the Secretary of State of the State of Delaware and adopted amended and restated Bylaws (the “Restated Bylaws”). The Restated Charter and the Restated Bylaws are included as exhibits to the Current Report on Form 8-K filed by the Issuer on February 6, 2015 and are incorporated herein by reference.

Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of shares of Class A Common Stock or any securities exchangeable for or convertible into Class A Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional shares of Class A Common Stock or associated rights or securities exchangeable for or convertible into shares of Class A Common Stock or dispose of any or all of its Class A Common Stock or its associated rights or securities exchangeable for or convertible into Class A Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person’s members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations.

Other than as described above, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the Instruction C Persons, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.

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(a) and (b). The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof is incorporated herein by reference. Because the Reporting Persons are parties to the Voting Agreement described in Item 6, each Reporting Person is deemed by Rule 13d-5(b)(1) of the Exchange Act to be the beneficial owner of all shares of the Issuer’s Class A Common Stock and Class C Common Stock beneficially owned by each party to the Voting Agreement. Therefore, as a result of such Rule, each Reporting Person may be deemed to have shared voting power over all of the 34,435,676 shares of the Issuer’s Class A Common Stock and 63,007,896 shares of Class C Common Stock subject to the Voting Agreement. In addition, if the 63,007,896 OP units beneficially owned by the members of the Voting Group were to be exchanged for shares of the Issuer’s Class A Common Stock as described in Item 1 above, such shares of Class A Common Stock would also be subject to the Voting Agreement. The Shares of Class A Common Stock beneficially owned by the parties to the Voting Agreement represent approximately 48.3% of the outstanding Class A Common Stock of the Issuer and the shares of Class C Common Stock held by the parties to the Voting Agreement represent approximately 94.3% of the outstanding Class C Common Stock of the Issuer. The shares of Class A Common Stock, Class C Common Stock and OP units beneficially owned by the parties to the Voting Agreement represent approximately 63.2% of the outstanding shares of the Issuer’s Class A Common Stock on a fully as-converted and as-exchanged basis, and approximately 63.2% of the voting power of the Issuer. Included in the shares subject to the Voting Agreement are (i) 714,055 shares of the Issuer’s Class A Common Stock and 1,844,586 shares of the Issuer’s Class C Common Stock with respect to which Robert Hartman currently holds proxies and (ii) 4,473,310 shares of the Issuer’s Class A Common Stock and 6,255,995 shares of the Issuer’s Class C Common Stock with respect to which Mr. Hager currently holds proxies granted by members of management of the Issuer.

(c) Except as described above, the Reporting Persons have not engaged in any transactions with respect to the Issuer’s Class A Common Stock in the past 60 days.

(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s Class A Common Stock.

(e) Not applicable.

Voting Agreement

Pursuant to a Voting Agreement, dated as of February 2, 2015 (the “Voting Agreement”), each of the stockholders party thereto (the “Stockholders”) agreed that, with respect to all shares of Class A Common Stock and Class C Common Stock of the Issuer of which each Stockholder is the owner at any particular future point in time (the “Shares”): (a) the Stockholders shall vote all of their Shares as determined by the Stockholders holding (i) with regard to the election of directors of the Issuer, a majority of the Shares held by the Stockholders, and (ii) with

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regard to all other matters, at least seventy-five percent (75%) of the Shares held by the Stockholders; and (b) if, (i) with regard to any nominee for election as a director, Stockholders holding at least a majority of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such nominee, and (ii) with regard to all matters other than the election of directors, Stockholders holding at least seventy-five percent (75%) of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such matter. Accordingly, the Stockholders act as a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, in voting on all matters, including the election of directors.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety to the full text of the Voting Agreement, which is attached as Exhibit 5 hereto and incorporated herein by reference.

Registration Rights Agreement

In connection with the transactions under the Purchase Agreement, the Issuer entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), dated as of August 18, 2014 and effective as of February 2, 2015, by and among the Issuer, certain holders of the Issuer’s Class B common stock listed on Schedule A thereto and certain holders of equity securities of FC-GEN listed on Schedule B thereto, providing for certain registration rights with respect to the Issuer’s outstanding Class A Common Stock.

For a description of the Registration Rights Agreement, see the section entitled “The Transactions—Registration Rights Agreement” in the Information Statement, which is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety to the full text of the Registration Rights Agreement, which is included as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed by the Issuer with the Securities and Exchange Commission, and is incorporated herein by reference.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2015

Exhibit 5

AMENDED AND RESTATED VOTING AGREEMENT

This AMENDED AND RESTATED VOTING AGREEMENT, dated as of February 2, 2015 (“Agreement”), is by and among the individuals and entities set forth on Schedule A hereto (the “Stockholders”).

WHEREAS, FC-GEN Operations Investment, LLC, a Delaware limited liability company (“FC-GEN”) and Skilled Healthcare Group, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Contribution Agreement, dated as of the date August 18, 2015 (as amended by Amendment No. 1 thereto, dated as of January 5, 2015, the “Purchase Agreement”), pursuant to which, among other things, at the Closing (as defined in the Purchase Agreement) and through a series of transactions, (i) the Company issued to each Stockholder the number of shares of Class A Common Stock of the Company, par value $0.001 per share (“Class A Shares”), and shares of Class C Common Stock of the Company, par value $0.001 per share (“Class C Shares”), as the case may be, as determined pursuant to the Purchase Agreement and the Distribution Subsidiary Merger Agreement (as defined in the Purchase Agreement) and (ii) the Stockholders’ membership interests in FC-GEN were either be cancelled or reclassified as Class A units (the “FC-GEN Class A Units”), and for each FC-GEN Class A Unit owned by any such Stockholder, such Stockholder was issued a Class C Share; the number of Class A Shares and Class C Shares owned or beneficially held by each Stockholder set forth on Schedule A hereto;

WHEREAS, pursuant to the terms of the limited liability company agreement of FC-GEN, as amended and restated as of the Closing, the Stockholders may exchange (an “Exchange”) each FC-GEN Class A Unit for a Class A Share, subject to adjustment;

WHEREAS, the Stockholders in the aggregate own or hold the power to direct the vote Class A Shares and Class C Shares representing more than fifty percent (50%) of the outstanding voting power of the Company;

WHEREAS, the number of Class A Shares and Class C Shares owned by each Stockholder or of which each Stockholder holds the power to direct the vote may change from time to time, which changes must be reported by each Stockholder in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”); the number of Class A Shares and Class C Shares of which each Stockholder is the owner or otherwise holds the power to direct the vote at any particular future point in time being referred to herein as the “Shares”;

WHEREAS, the Stockholders desire to form a group pursuant to which all of their Shares will be voted together as set forth in this Agreement;

WHEREAS, the parties intend for the transactions contemplated by this Agreement to be effective as of the Closing; and

WHEREAS the parties entered into that certain Voting Agreement, dated as of August 18, 2014 (the “Original Agreement”), and now wish to amend and restate the Original Agreement as provided herein.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

Section 1. Agreement to Vote.

(a) The Stockholders shall vote all of their Shares as determined by the Stockholders holding (i) with regard to the election of directors of the Company, a majority of the Shares held by the Stockholders, and (ii) with regard to all other matters, at least seventy-five percent (75%) of the Shares held by the Stockholders.

(b) If, (i) with regard to any nominee for election as a director, Stockholders holding at least a majority of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such nominee, and (ii) with regard to all matters other than the election of directors, Stockholders holding at least seventy-five percent (75%) of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such matter.

Section 2. Controlled Company.

The Stockholders agree and acknowledge that:

(a) by virtue of this Agreement, from and after the Closing, they are acting as a “group” within the meaning of Section 13(d)(3) of the Exchange Act (the “Group”) for the purpose of causing the Company to qualify as a “controlled company” under Section 303A of the NYSE Listed Company Manual; and

(b) by virtue of the combined voting power of the Stockholders of more than fifty percent (50%) of the total voting power of the Company outstanding as of the Closing, the Company will qualify as of the Closing as a “controlled company” within the meaning of Section 303A of the NYSE Listed Company Manual.

Section 3. Representations and Warranties of the Stockholders.

Each Stockholder represents, warrants and covenants to the other parties hereto as follows:

(a) Such Stockholder, if not an individual, (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has duly authorized the execution, delivery and performance of this Agreement;

(b)(i) Such Stockholder has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith, (ii) such Stockholder has duly executed and delivered this Agreement and (iii) this Agreement constitutes the valid, legal, binding obligation of such Stockholder; and

(c) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by such Stockholder, (i) will conflict with or result in a breach of any of the terms, conditions or

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provisions of such party’s organizational documents, if any, (ii) conflict with or result in a breach of any agreement or instrument to which such Stockholder is now a party or by which he, she or it (or any of his, her or its properties) is bound or (iii) result in the violation of any law, rule, regulation, order, judgment or decree to which such party (or any of his, her or its properties) is bound.

(d) Such Stockholder will be, as of the Closing, the owner of record of or otherwise hold the power to direct the vote of the number of Shares set forth on Schedule A opposite the name of such Stockholder, and that such Stockholder will have, as of the Closing, full power and authority to vote the Shares set forth opposite his, her or its name.

Section 4. Covenants of the Stockholders.

(a) Each Stockholder hereby covenants that, prior to effectuating any Exchange or any sale of Shares, such Stockholder will provide five (5) business days’ written notice to the Company and each of the other Stockholders. In the event of any Exchange or any sale of Shares, each Stockholder authorizes Steven E. Fishman to update Schedule A accordingly.

(b) As required by applicable law, each Stockholder agrees, with the other Stockholder, to file a joint Schedule 13D and any required amendments thereto with the Securities and Exchange Commission promptly following execution of this Agreement, promptly upon termination of this Agreement as to any or all parties hereto and at such other times as may be required by applicable law, and agrees that any such amendments shall be filed on behalf of such party without the necessity of any further agreement. Each Stockholder acknowledges that such party shall be responsible for the timely filing of such amendments and the completeness and accuracy of the information concerning such Stockholder contained therein, but shall not be responsible for the completeness and accuracy of the information concerning other Stockholders, except to the extent that such Stockholder knows or has reason to believe that such information is inaccurate.

Section 5. Termination.

(a) This Agreement shall automatically terminate and be of no further force or effect at such time as the number of Shares remaining subject to this Agreement represent, for a period of five (5) consecutive business days, less than fifty percent (50%) of the outstanding voting power of the Company.

(b) This Agreement shall terminate as to any Stockholder at such time as such Stockholder ceases to own or otherwise hold the power to direct the vote of any Shares.

(c) Upon termination of this Agreement, none of the Stockholders shall have any further obligation or liability hereunder, except as required under Section 4(b) hereof. This provision shall survive termination of this Agreement.

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Section 6. Miscellaneous.

(a) Further Assurances. Each Stockholder shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Without limiting the generality of the foregoing, none of the Stockholders shall enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) if such agreement or arrangement would conflict with this Agreement.

(b) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed), by e-mail of a .pdf attachment (for which a confirmation email is obtained), or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

101 East State Street

Kennett Square, PA 19348

Facsimile No.: (610) 925-4100

Attention: Law Department – lawdepartment@genesishcc.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Avenue, NW

Washington, DC 20005

Facsimile No.: (202) 661-8299

Attention: Jeremy London

                  Neil Rock

                  Richard Oliver

(c) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except by an instrument in writing signed by each Stockholder.

(d) Successors and Assigns; Acquisitions and Transfers. The provisions of this Agreement shall survive the death, incapacity or dissolution of each Stockholder and any obligation of such Stockholder shall be binding upon the heirs, personal representatives, successors and permitted assigns of such Stockholder.

(e) Entire Agreement. This Agreement embodies the entire agreement and understanding among the Stockholders relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

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(f) Severability. If any term of this Agreement or the application thereof to any party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such term to the other parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law.

(g) No Waiver. The failure of any Stockholder to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other Stockholder with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(h) No Third Party Beneficiaries. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by the Stockholders, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever.

(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, of the Stockholders.

(j) Governing Law. This Agreement and all disputes arising out of or relating to this Agreement, its subject matter, the performance by the parties of their respective obligations hereunder or the claimed breach hereof, whether in tort, contract or otherwise, shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of laws.

(k) Termination with Respect to Certain Parties. The parties hereby agree that, as of the date hereof, each of Gazelle GEN, LLC, Mid Atlantic Healthcare Investors, LLC and MCP Genesis, LLC is no longer a party to this Agreement.

[Signature Pages Immediately Follow]

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[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.