NORTH AMERICAN ENERGY PARTNERS INC. November 28, 2006 Perry Partners, L.P. Perry Partners International, Inc. (the "Advisors") c/o Perry Strategic Capital Inc. 767 Fifth Avenue 19th Floor New York, New York 10153 Ladies and Gentlemen: The Advisor has...Perry Corp • December 4th, 2006 • Oil & gas field services, nec
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 21st, 2007 • Perry Corp • Hospital & medical service plans • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of September 21, 2007 among Universal American Financial Corp., a New York corporation (the “Company”), and the securityholders listed on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a “Stockholder” and, collectively, the “Stockholders”).
SECURITIES PURCHASE AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP. and THE SEVERAL INVESTORS PARTY HERETO DATED AS OF MAY 7, 2007Securities Purchase Agreement • May 10th, 2007 • Perry Corp • Life insurance • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2007, is entered into by and among Universal American Financial Corp., a New York corporation (“Parent”), Lee-Universal Holdings, LLC (“Lee”), Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS”), Union Square Universal Partners, L.P. (“Union Square”), Perry Partners, L.P., Perry Partners International, Inc., Perry Commitment Fund, L.P. and Perry Commitment Master Fund, L.P. (the afore-named Perry entities are referred to herein collectively as “Perry”). Lee, WCAS, Union Square and Perry are herein sometimes referred to each as an “Investor” and collectively as the “Investors”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2007 • Perry Corp • Life insurance • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the “Company”), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a “Holder” and, collectively, the “Holders”).
STOCK OPTION AGREEMENT FOR DIRECTORS - 2008 UNDER 1998 INCENTIVE COMPENSATION PLAN (as amended)Stock Option Agreement • November 26th, 2008 • Perry Corp • Hospital & medical service plans • New York
This AGREEMENT is made as of the 24th day of July, 2008 between UNIVERSAL AMERICAN CORP., a New York corporation (the “Company”), and each of the entities listed on the signature page hereof (each, a “Grantee”), in respect of the services of Jay Yang, a partner in the Grantees’ affiliate Perry Capital LLC and the designee of the Grantees to serve on the Company’s Board of Directors in accordance with the Stockholders’ Agreement dated as of September 21, 2007 among the Company and the securityholders listed on the signature pages thereto (the “Stockholders’ Agreement”).
EXHIBIT APerry Corp • June 26th, 1998 • Radio & tv broadcasting & communications equipment
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned's ownership of securities of L-3 Communications Holdings, Inc. and hereby affirms that such Schedule 13G is being filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
ESCROW AGREEMENTEscrow Agreement • September 21st, 2007 • Perry Corp • Hospital & medical service plans • New York
This ESCROW AGREEMENT (this “Agreement”) is made as of September 18, 2007, by and among Universal American Financial Corp., a New York corporation (“Parent”), MH Acquisition I Corp., a Delaware corporation and wholly owned subsidiary of Parent (the “Delaware Corp. Merger Sub”), MH Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the “Delaware LLC Merger Sub” and, together with the Delaware Corp. Merger Sub, collectively, the “Merger Subs”), MHRx LLC, a Delaware limited liability company (“MHRx”), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the “Company”), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership, as the “Shareholder Representative” referred to in the Merger Agreement (as defined below) (the “Shareholder Representative”; Parent, the Merger Subs, MHRx, the Company and the Shareholder Representative are herein collectively referred to as the “Merger Agreement Parties”), Lee-Univ
VOTING AGREEMENTVoting Agreement • May 10th, 2007 • Perry Corp • Life insurance • New York
VOTING AGREEMENT, dated as of May 7, 2007 (this "Agreement"), among MHRx LLC, a Delaware limited liability company ("MHRx"), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the "Company" and, together with MHRx, the "MH Parties"), and the shareholders of Universal American Financial Corp., a New York corporation ("Parent"), listed on Annex A hereto (each, a "Shareholder" and collectively, the "Shareholders").
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 26th, 2008 • Perry Corp • Hospital & medical service plans
THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of July 24, 2008 among Universal American Corp., a New York corporation (the “Company”), and the securityholders listed on the signature pages to the Stockholders’ Agreement dated as of September 21, 2007 (the “Original Agreement,” and as amended hereby, the “Agreement”) or which became a party to the Original Agreement after the date thereof pursuant to the terms thereof (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement.
AGREEMENT JOINT FILING OF SCHEDULE 13DPerry Corp • May 10th, 2007 • Life insurance
The undersigned hereby agree to jointly prepare and file with regulatory authorities this Amendment No. 1 to Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Universal American Financial Corp., and hereby affirm that such Amendment No. 1 to Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
EXHIBIT APerry Corp • March 24th, 1998 • Agricultural chemicals
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned's ownership of securities of The Scotts Company and hereby affirms that such Schedule 13G is being filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
VOTING AGREEMENT BY AND AMONG CVS CAREMARK CORPORATION AND THE SHAREHOLDERS PARTY HERETO DATED AS OF DECEMBER 30, 2010Voting Agreement • January 4th, 2011 • Perry Corp • Hospital & medical service plans • New York
VOTING AGREEMENT, dated as of December 30, 2010 (this “Agreement”), by and among CVS CAREMARK CORPORATION, a Delaware corporation (“Parent”), and Perry Corp. (the “Shareholder”).
SECURITIES PURCHASE AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP. and THE SEVERAL INVESTORS PARTY HERETO Dated as of May 7, 2007Securities Purchase Agreement • May 10th, 2007 • Perry Corp • Life insurance • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2007, is entered into by and among Universal American Financial Corp., a New York corporation (“Parent”), Lee-Universal Holdings, LLC (“Lee”), Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS”), Union Square Universal Partners, L.P. (“Union Square”), Perry Partners, L.P., Perry Partners International, Inc., Perry Commitment Fund, L.P. and Perry Commitment Master Fund, L.P. (the afore-named Perry entities are referred to herein collectively as “Perry”). Lee, WCAS, Union Square and Perry are herein sometimes referred to each as an “Investor” and collectively as the “Investors”.
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • September 21st, 2007 • Perry Corp • Hospital & medical service plans • New York
This Amendment (this “Amendment”) dated as of September 21, 2007, to the Escrow Agreement (the “Agreement”) dated as of September 18, 2007, by and among Universal American Financial Corp., a New York corporation (“Parent”), MH Acquisition I Corp., a Delaware corporation and wholly owned subsidiary of Parent, MH Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent, MHRx LLC, a Delaware limited liability company (“MHRx”), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx, Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership, as the “Shareholder Representative” referred to in the Merger Agreement, Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Private Opportunities Fund, L.P. and Perry Private Opportunities Offshore Fund, L.P., Bank of America, N.A., in its capacity as administr
AGREEMENTAgreement • September 21st, 2007 • Perry Corp • Hospital & medical service plans • New York
This AGREEMENT (this “Agreement”) is made as of September 18, 2007, by and among Universal American Financial Corp., a New York corporation (“Parent”), MH Acquisition I Corp., a Delaware corporation and wholly owned subsidiary of Parent (the “Delaware Corp. Merger Sub”), MH Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the “Delaware LLC Merger Sub” and, together with the Delaware Corp. Merger Sub, collectively, the “Merger Subs”), MHRx LLC, a Delaware limited liability company (“MHRx”), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the “Company”), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership, as the “Shareholder Representative” referred to in the Merger Agreement (as defined below) (the “Shareholder Representative”; Parent, the Merger Subs, MHRx, the Company and the Shareholder Representative are herein collectively referred to as the “Merger Agreement Parties”), Lee-Universal H
