7,000,000 Shares UNIVERSAL AMERICAN FINANCIAL CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2005 • Universal American Financial Corp • Life insurance • New York
Universal American Financial Corp., a New York corporation (the “Company”), and the selling shareholders set out in Schedule 2 to this Agreement (the “Selling Shareholders”), propose to sell an aggregate of 7,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 7,000,000 shares of the Firm Stock, 2,000,000 are being sold by the Company and 5,000,000 by the Selling Shareholders, in the amounts set forth opposite each Selling Shareholder’s name in Schedule 2 hereto. In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an additional 1,050,000 shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from th
