STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • Hospital & medical service plans • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of ______________, 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 • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • Hospital & medical service plans • 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 • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • Hospital & medical service plans • 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”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among UNIVERSAL AMERICAN FINANCIAL CORP., MH ACQUISITION I CORP., MH ACQUISITION II LLC, MHRX LLC, MEMBERHEALTH, INC. and THE SHAREHOLDER REPRESENTATIVE NAMED HEREIN Dated as of May 7, 2007Agreement and Plan of Merger and Reorganization • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • Hospital & medical service plans • New York
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of May 7, 2007, is entered into 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"), and Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership ("WCAS IX"), as the Shareholder Representative hereunder.
Share Purchase AgreementShare Purchase Agreement • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • Hospital & medical service plans • New York
This Share Purchase Agreement, dated as of May 7, 2007 (this “Agreement”), by and among Capital Z Financial Services Fund II, L.P. (“CapZ1”), Capital Z Financial Services Private Fund II, L.P. (“CapZ2” and, collectively with CapZ1, the “Sellers”), and the purchasers listed on Exhibit A hereto (each as a “Purchaser” and collectively as the “Purchasers”).
AGREEMENTI Agreement • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • 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
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • 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
ESCROW AGREEMENTEscrow Agreement • October 1st, 2007 • Welsh Carson Anderson & Stowe Ix Lp • 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
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DWelsh Carson Anderson & Stowe Ix Lp • October 1st, 2007 • Hospital & medical service plans
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all
