WELLCARE HEALTH PLANS, INC. COMMON STOCK, PAR VALUE $.01 UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2004 • 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 (“SPEI”), the shareholders of the Company named in Schedule I-B hereto (the “Non-Management Selling Shareholders”) and the Shareholders of the Company named in Schedule I-C hereto (the “Management Selling Shareholders” and together with SPEI and the Non-Management Selling Shareholders, the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of 7,500,000 shares (the “Firm Shares”) of the common stock, par value $.01, of the Company (the “Common Stock”), of which 1,500,000 shares are to be issued and sold by the Company and 6,000,000 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, I-B and I-C hereto,
