4,850,000 Shares WELLCARE HEALTH PLANS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2006 • Wellcare Health Plans, Inc. • Hospital & medical service plans • New York
WellCare Health Plans, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), and the shareholder of the Company named in Schedule I-A hereto (“TBI”) and the shareholders of the Company named in Schedule I-B hereto (the “Management Selling Shareholders” and, together with TBI, the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of 4,850,000 shares (the “Firm Shares”) of the common stock, par value $.01, of the Company (the “Common Stock”), of which 500,000 shares are to be issued and sold by the Company and 4,350,000 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder's name in Schedules I-A and I-B hereto, as applicable. The Company and the Selling Shareholders propose to sell to the several Underwriters not more than an additional 727,500 shares of Common Stock
