AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 10th, 2009 • Universal American Corp. • Hospital & medical service plans • New York
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of December 31, 2008, is entered into by and among UNIVERSAL AMERICAN CORP., a New York corporation, formerly known as Universal American Financial Corp. (“Parent”), MEMBERHEALTH, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent, formerly known as MH Acquisition II LLC (the “Company”), which is the successor by merger to MEMBERHEALTH, INC., an Ohio corporation (the “Original Entity”) and to MH ACQUISITION I CORP., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), MHRx LLC, a Delaware limited liability company (“MHRx”), and Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership (“WCAS IX”), as the Shareholder Representative hereunder.
