STOCKHOLDERS’ AGREEMENTStockholders Agreement • May 10th, 2007 • Perry Corp • Life insurance • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of [Closing Date], 200[7] 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”).
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").
AGREEMENT JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • May 10th, 2007 • Perry Corp • 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.
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”.
