Underwriting AgreementMagellan Health Services Inc • November 10th, 2005 • Services-hospitals • New York
Magellan Holdings L.P. (the “Selling Stockholder”), proposes to sell to J.P. Morgan Securities Inc. (the “Underwriter”), on the terms and conditions as provided below, an aggregate of 3,762,713 shares (the “Shares”) of Multiple and Variable Vote Restricted Convertible Common Stock par value $0.01 per share (the “Multi-Vote Common Stock”) of the Company, which Multi-Vote Common Stock pursuant to the Company’s amended and restated certificate of incorporation will immediately and automatically convert to Ordinary Common Stock, par value $0.01 per share (the “Ordinary Common Stock”) as of the date of purchase by the Underwriter (collectively, the “Stock”), of Magellan Health Services Inc., a Delaware corporation (including its predecessors, the “Company”).
