SETTLEMENT AGREEMENT AND AMENDMENT TO MERGER AGREEMENTSettlement Agreement and Amendment to Merger Agreement • March 11th, 2008 • Universal American Financial Corp • Hospital & medical service plans • New York
This Settlement Agreement, dated as of March 5, 2008 (the “Agreement”), is made and entered into among Universal American Corp., a New York corporation (“Universal American”), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership, solely in its capacity as the Shareholder Representative (the “Shareholder Representative”) under that Agreement and Plan of Merger and Reorganization dated as of May 7, 2007 (the “Merger Agreement”) pursuant to which, on September 21, 2007, Universal American acquired by means of certain mergers all of the capital stock of MemberHealth, Inc. (“MemberHealth”), a wholly owned subsidiary of MHRx LLC (“MHRx”), and Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Capital, LLC, Perry Private Opportunities Fund, L.P. and Perry Private Opportunities Offshore Fund, L.P. (collectively, the “Equity Investors”).
