FORM OF PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENTPreferred Unit Redemption and Cancellation Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 5 (relating to dissolution and several liability)) and [ ] (“Holder”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).
