ESCROW AGREEMENTEscrow Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS ESCROW AGREEMENT (this “Agreement”), is dated as of March 2, 2012, by and among Union Bank, N.A., a national banking association as escrow agent (the “Escrow Agent”), Universal American Corp., a Delaware corporation (“Parent”), and Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (“APSLP”).
FORM OF PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENTPreferred Unit Redemption and Cancellation Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 5 (relating to dissolution and several liability)) and [ ] (“Holder”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
FORM OF EXECUTIVE AWARD AGREEMENTExecutive Award Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS EXECUTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 7 (“Dissolution; Several Liability”)) and [ ] (“Executive”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).
