Sign In Sign In

Search:

Search Assist: On | Off

Home / CompanyIntelligence / A&H / UAF / Corporate

Universal American Financial Corp.

Corporate

Page 0 of 0

Preview Full Doc	2001	Certificate of Incorporation [Restated] Certificate of Incorporation [Restated] (24K) Doc #292397: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-3.1 {SEQUENCE}2 {FILENAME}a2053707zex-3_1.txt {DESCRIPTION}EXHIBIT 3.1 {TEXT} {PAGE} Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF UNIVERSAL AMERICAN FINANCIAL CORP. Under Section 807 of the Business Corporation Law Pursuant to Section 807 of the Business Corporation Law, the undersigned, Richard A. Barasch and Joan M. Ferrarone, being respectively the president and secretary of UNIVERSAL AMERICAN FINANCIAL CORP., hereby certify: FIRST: That the name of the corporation is UNIVERSAL AMERICAN FINANCIAL CORP. (the "Corporation"). The name under which the Corporation was formed is UNIVERSAL HOLDING CORP. SECOND: That the Certificate of Incorporation of the Corporation was filed with the Department of State, Albany, New York, on the 31st day of August, 1981. THIRD: a. The Certificate of Incorporation was amended on January 25, 1982 to eliminate the preemptive rights of holders of any shares of the Corporation. b. The Certificate of Incorporation was further amended on November 30, 1982 to (i) increase the authorized number of shares of Common Stock and Preferred Stock, (ii) set forth the designations, relative rights, preferences and limitations of the Common Stock and Preferred Stock, (iii) add provisions relating to the Board of Directors, (iv) eliminate the ability of shareholders to take actions by written consent in lieu of a meeting, (v) grant the Chairman, President and Secretary the authority to call special meetings under proscribed circumstances, (vi) require supermajority {PAGE} approval by shareholders for certain transactions with interested parties (vii) reserve the Corporation's right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation and (viii) provide that supermajority approval by shareholders is required to amend, alter, or repeal certain provisions of the Certificate of Incorporation. c. The Certificate of Incorporation was further amended on May 6, 1983 to (i) change the Corporation's authorized and issued shares of Class A Common Stock into shares of Common Stock and (ii) abolish the rights, limitations and preferences of the Corporation's Class A Common Stock and amend the rights, limitations and preferences of the Corporation's Common Stock. d. A Certificate of Change was filed on September 7, 1988 to (i) change the location of the principal office of the Corporation and (ii) change the address to which process served on the Secretary of State on behalf of the Corporation should be forwarded. e. The Certificate of Incorporation was further amended on December 9, 1988 to (i) remove the upper limitation on the number of directors and (ii) limit the liability of directors to the greatest extent permitted under the Business Corporation Law. f. The Certificate of Incorporation was further amended on August 20, 1990 to increase the authorized number of shares of Common Stock and Preferred Stock. 2 {PAGE} g. The Certificate of Incorporation was further amended on April 19, 1991 to set forth the designations, relative rights, preferences and limitations of the Series A Preferred Stock. h. The Certificate of Incorporation was further amended on October 4, 1993 to (i) change the location of the principal office of the Corporation and (ii) change the address to which process served on the Secretary of State on behalf of the Corporation should be forwarded. i. A Certificate of Correction was filed on December 21, 1993 to correct three scriveners errors which were contained in the Certificate of Incorporation filed on October 4, 1993. j. The Certificate of Incorporation was further amended on December 21, 1994 to set forth the designations, relative rights, preferences and limitations of the Series B Preferred Stock. k. The Certificate of Incorporation was further amended on June 27, 1996 to (i) change the name of the Corporation from "Universal Holding Corp." to "Universal American Financial Corp." and (ii) delete the article setting forth the designations, relative rights, preferences and limitations of the Series A Preferred Stock. l. The Certificate of Incorporation was further amended on April 7, 1997 to set forth the designations, relative rights, preferences and limitations of the Series C Preferred Stock. m. A Certificate of Correction was filed on April 23, 1997 to correct an inadvertent omission of six pages of text from the Certificate of Incorporation filed on April 1, 1997. 3 {PAGE} n. The Certificate of Incorporation was further amended on April 29, 1998 to (i) change the location of the principal office of the Corporation and (ii) change the address to which process served on the Secretary of State on behalf of the Corporation should be forwarded. o. The Certificate of Incorporation was further amended on December 30, 1998 to (i) set forth that the Series C and Series D Preferred Stock shall be treated equally, pari passu, except for the non-voting nature of the Series D Preferred Stock and (ii) set forth the designations and relative rights, preferences and restrictions of the Series D Preferred Stock. p. The Certificate of Incorporation was further amended on July 29, 1999 to (i) increase the authorized number of shares of Common Stock of the Corporation, (ii) remove the provision relating to the classification of the Board of Directors, (iii) provide for action of the stockholders by written consent in lieu of a meeting, and that such written consent need only be made by the number of stockholders required to approve such action, (iv) eliminate provisions permitting the holders of 662/3% of the total voting power of all outstanding voting shares of capital stock to call a special meeting of stockholders, (v) provide for supermajority approval by the Board of Directors for a list of enumerated corporate actions, (vi) revise provisions requiring supermajority approval by shareholders for amending, altering or repealing certain provisions of the Certificate of Incorporation and (vii) change the address to which process served on the Secretary of State on behalf of the Corporation should be forwarded. 4 {PAGE} 292397	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Certificate of Incorporation [Restated]: UNIVERSAL AMERICAN FINANCIAL CORP – EX-3.1 {SEQUENCE}2 {FILENAME}a2053707zex-3_1.txt {DESCRIPTION}EXHIBIT 3.1 {TEXT} {PAGE} Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF UNIVERSAL AMERICAN FINANCIAL CORP . Under Section 807 of the Business Corporation Law Pursuant to Section 807 of the Business Corporation Law, the undersigned, Richard A. Barasch _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Section 807 of the Business Corporation Law, the undersigned, Richard A. Barasch and Joan M. Ferrarone, being respectively the president and secretary of UNIVERSAL AMERICAN FINANCIAL CORP ., hereby certify: FIRST: That the name of the corporation is UNIVERSAL AMERICAN FINANCIAL CORP. (the "Corporation"). The name under which the Corporation _____________ UNIVERSAL AMERICAN FINANCIAL CORP – M. Ferrarone, being respectively the president and secretary of UNIVERSAL AMERICAN FINANCIAL CORP., hereby certify: FIRST: That the name of the corporation is UNIVERSAL AMERICAN FINANCIAL CORP . (the "Corporation"). The name under which the Corporation was formed is UNIVERSAL HOLDING CORP. SECOND: That the Certificate of Incorporation of the _____________ "Universal American Financial Corp – Certificate of Incorporation was further amended on June 27, 1996 to (i) change the name of the Corporation from "Universal Holding Corp." to "Universal American Financial Corp ." and (ii) delete the article setting forth the designations, relative rights, preferences and limitations of the Series A Preferred Stock. l. The _____________ Universal American Financial Corp – Corporation should be forwarded and (iii) renumber the articles of the Certificate of Incorporation. FOURTH: This restatement of the Certificate of Incorporation of Universal American Financial Corp . was authorized by the vote of the majority of the Board of Directors at a duly called meeting at which a quorum _____________ dt 231248 ; Richard A. Barasch;	Joan M. Ferrarone; Universal Holding Corp.
Preview Full Doc	2007	Registration Rights Agreement Registration Rights Agreement (67K) Doc #2851241: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ï¿½Agreementï¿½) is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the ï¿½Companyï¿½), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a ï¿½Holderï¿½ and, collectively, the ï¿½Holdersï¿½). WHEREAS, the Company is entering into this Agreement as contemplated by that certain Securities Purchase Agreement dated as of the date of this Agreement (the ï¿½Securities Purchase Agreementï¿½). . . . 2851241	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Registration Rights Agreement: Universal American Financial Corp – 4.1 5 a07-11099_4ex4d1.htm EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of May 7, 2007 among Universal American Financial Corp ., a New York corporation (the ?Company?), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant _____________ Universal American Financial Corp – communications to any party shall be in writing and shall be delivered in person, sent by reputable overnight courier service, or sent by facsimile transmission, if to the Company, to Universal American Financial Corp ., 6 International Drive, Rye Brook, NY 10573-1068; Attention: General Counsel; Facsimile: (914) 934-0700, if to the Initial Holders, at their respective addresses set forth in Schedule I, _____________ UNIVERSAL AMERICAN FINANCIAL CORP – follow] 17 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Richard A. Barasch Name: Richard A. Barasch Title: Chief Executive Officer INITIAL HOLDERS: CAPITAL Z FINANCIAL SERVICES FUND II, L.P. By: Capital Z Partners, L.P., _____________ Universal American Financial Corp – amp; Stowe 320 Park Avenue, Suite 2500 New York, NY 10022-6815 Telephone number: (212) 893-9500 Facsimile number: (212) 893-9583 Attention: Sean M. Traynor Richard Barasch c/o Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 EXHIBIT A [FORM OF] JOINDER [Date] Universal American Financial Corp. 6 International Drive Rye Brook, _____________ Universal American Financial Corp – M. Traynor Richard Barasch c/o Universal American Financial Corp. 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 EXHIBIT A [FORM OF] JOINDER [Date] Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Registration Rights Agreement, dated as of [Date] (the ?Agreement?), with _____________ dt 1766967
Preview Full Doc	2007	Registration Rights Agreement Registration Rights Agreement (74K) Doc #2865995: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the "Company"), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a "Holder" and, collectively, the "Holders"). WHEREAS, the Company is entering into this Agreement as contemplated by that certain Securities Purchase . . . 2865995	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Registration Rights Agreement: Universal American Financial Corp – txt {DESCRIPTION}EX.7.5 - REGISTRATION RIGHTS AGREEMENT {TEXT} EXHIBIT 7.5 ----------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of May 7, 2007 among Universal American Financial Corp ., a New York corporation (the "Company"), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant _____________ Universal American Financial Corp – communications to any party shall be in writing and shall be delivered in person, sent by reputable overnight courier service, or sent by facsimile transmission, if to the Company, to Universal American Financial Corp ., 6 International Drive, Rye Brook, NY 10573-1068; Attention: General Counsel; Facsimile: (914) 934-0700, if to the Initial Holders, at their respective addresses set forth in Schedule I, _____________ UNIVERSAL AMERICAN FINANCIAL CORP – 17 {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Richard Barasch ---------------------------------- Name: Richard Barasch Title: CEO INITIAL HOLDERS: CAPITAL Z FINANCIAL SERVICES FUND II, L.P. By: Capital Z Partners, L.P., its General Partner By: _____________ Universal American Financial Corp – Anderson & Stowe 320 Park Avenue, Suite 2500 New York, NY 10022-6815 Telephone number: (212) 893-9500 Facsimile number: (212) 893-9583 Attention: Sean M. Traynor Richard Barasch c/o Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 {PAGE} EXHIBIT A --------- [FORM OF] JOINDER [Date] Universal American Financial Corp. 6 International Drive Rye _____________ Universal American Financial Corp – Traynor Richard Barasch c/o Universal American Financial Corp. 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 {PAGE} EXHIBIT A --------- [FORM OF] JOINDER [Date] Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Registration Rights Agreement, dated as of [Date] (the "Agreement"), with _____________ dt 1766978
Preview Full Doc	2007	Registration Rights Agreement Registration Rights Agreement (67K) Doc #2866002: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ï¿½Agreementï¿½) is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the ï¿½Companyï¿½), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a ï¿½Holderï¿½ and, collectively, the ï¿½Holdersï¿½). WHEREAS, the Company is entering into this Agreement as contemplated by that certain Securities Purchase Agreement dated as of the date of this Agreement (the ï¿½Securities . . . 2866002	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Registration Rights Agreement: Universal American Financial Corp – EX-99.F 7 ex99-f.htm REGISTRATION RIGHTS AGREEMENT Exhibit F REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of May 7, 2007 among Universal American Financial Corp ., a New York corporation (the ?Company?), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant _____________ Universal American Financial Corp – communications to any party shall be in writing and shall be delivered in person, sent by reputable overnight courier service, or sent by facsimile transmission, if to the Company, to Universal American Financial Corp ., 6 International Drive, Rye Brook, NY 10573-1068; Attention: General Counsel; Facsimile: (914) 934-0700, if to the Initial Holders, at their respective addresses set forth in Schedule I, _____________ UNIVERSAL AMERICAN FINANCIAL CORP – follow] 17 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Richard A. Barasch Name: Richard A. Barasch Title: CEO INITIAL HOLDERS: CAPITAL Z FINANCIAL SERVICES FUND II, L.P. By: Capital Z Partners, L.P., its General _____________ Universal American Financial Corp – amp; Stowe 320 Park Avenue, Suite 2500 New York, NY 10022-6815 Telephone number: (212) 893-9500 Facsimile number: (212) 893-9583 Attention: Sean M. Traynor Richard Barasch c/o Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 EXHIBIT A [FORM OF] JOINDER [Date] Universal American Financial Corp. 6 International Drive Rye Brook, _____________ Universal American Financial Corp – M. Traynor Richard Barasch c/o Universal American Financial Corp. 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 EXHIBIT A [FORM OF] JOINDER [Date] Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Registration Rights Agreement, dated as of [Date] (the ?Agreement?), with _____________ dt 1766981
Preview Full Doc	2007	Registration Rights Agreement Registration Rights Agreement (66K) Doc #3169109: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ï¿½Agreementï¿½) is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the ï¿½Companyï¿½), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a ï¿½Holderï¿½ and, collectively, the ï¿½Holdersï¿½). WHEREAS, the Company is entering into this Agreement as contemplated by that certain Securities Purchase Agreement dated as of the date of this Agreement (the ï¿½Securities . . . 3169109	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Registration Rights Agreement: Universal American Financial Corp – EX-99 5 ex99d_091907-rgag.htm EXHIBIT D Exhibit D REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of May 7, 2007 among Universal American Financial Corp ., a New York corporation (the ?Company?), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant _____________ Universal American Financial Corp – communications to any party shall be in writing and shall be delivered in person, sent by reputable overnight courier service, or sent by facsimile transmission, if to the Company, to Universal American Financial Corp ., 6 International Drive, Rye Brook, NY 10573-1068; Attention: General Counsel; Facsimile: (914) 934-0700, if to the Initial Holders, at their respective addresses set forth in Schedule I, _____________ UNIVERSAL AMERICAN FINANCIAL CORP – follow] 17 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Richard Barasch Name: Richard Barasch Title: CEO INITIAL HOLDERS: CAPITAL Z FINANCIAL SERVICES FUND II, L.P. By: Capital Z Partners, L.P., its General Partner By: _____________ Universal American Financial Corp – amp; Stowe 320 Park Avenue, Suite 2500 New York, NY 10022-6815 Telephone number: (212) 893-9500 Facsimile number: (212) 893-9583 Attention: Sean M. Traynor Richard Barasch c/o Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 EXHIBIT A [FORM OF] JOINDER [Date] Universal American Financial Corp. 6 International Drive Rye Brook, _____________ Universal American Financial Corp – M. Traynor Richard Barasch c/o Universal American Financial Corp. 6 International Drive Rye Brook, NY 10573-1068 Facsimile number: (914) 934-0700 20 EXHIBIT A [FORM OF] JOINDER [Date] Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Registration Rights Agreement, dated as of [Date] (the ?Agreement?), with _____________ dt 1843465
Preview Full Doc	2007	Stockholders Agreement Stockholders Agreement (74K) Doc #2866007: Click preview link for longer preview. STOCKHOLDERSï¿½ AGREEMENT THIS STOCKHOLDERSï¿½ AGREEMENT (this ï¿½*Agreementï¿½) is entered into as of [Closing Date], 200[7] among Universal American Financial Corp., a New York corporation (the ï¿½Companyï¿½), and the securityholders listed on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a ï¿½Stockholderï¿½ and, collectively, the ï¿½Stockholders*ï¿½). WHEREAS, this is the Stockholders Agreement referred to in that certain Securities Purchase Agreement, dated as of May 7, 2007, among the Company and . . . 2866007	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Stockholders Agreement: Universal American Financial Corp – i.htm EX-99.I 10 ex99-i.htm STOCKHOLDERS' AGREEMENT Exhibit I STOCKHOLDERS? AGREEMENT THIS STOCKHOLDERS? AGREEMENT (this ?Agreement?) is entered into as of [Closing Date], 200[7] among Universal American Financial Corp ., a New York corporation (the ?Company?), and the securityholders listed on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to _____________ Universal American Financial Corp – communications to any party shall be in writing and shall be delivered in person, sent by reputable overnight courier service, or sent by facsimile transmission, if to the Company, to Universal American Financial Corp ., 6 International Drive, Rye Brook, NY 10573-1068; Attention: General Counsel; Facsimile: (914) 934-0700, if to Stockholders, at their respective addresses set forth in Schedule I, or, in _____________ UNIVERSAL AMERICAN FINANCIAL CORP – 22 IN WITNESS WHEREOF, the parties hereto have caused this Stockholders Agreement to be duly executed by their respective authorized officers as of the day and year first above written. UNIVERSAL AMERICAN FINANCIAL CORP . By: Name: Title: STOCKHOLDERS: [CAPITAL Z] By: Name: Title: [UNION SQUARE] By: Name: Title: [LEE] By: Name: Title: [PERRY] By: Name: Title: [WCAS] By: Name: Title: Richard Barasch [CERTAIN _____________ dt 1766984
Preview Full Doc	2007	Stockholders' Agreement Stockholders' Agreement (80K) Doc #3169115: Click preview link for longer preview. STOCKHOLDERSï¿½ AGREEMENT THIS STOCKHOLDERSï¿½ AGREEMENT (this ï¿½Agreementï¿½) is entered into as of ______________, 2007 among Universal American Financial Corp., a New York corporation (the ï¿½Companyï¿½), and the securityholders listed on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a ï¿½Stockholderï¿½ and, collectively, the ï¿½Stockholdersï¿½). WHEREAS, this is the Stockholders Agreement referred to in that certain Securities Purchase Agreement, dated as of May 7, 2007, among the Company and certain of the entities comprising the . . . 3169115	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Stockholders' Agreement: Universal American Financial Corp – EX-99 11 ex99l_091907-stkhdrsagmt.htm EXHIBIT L Exhibit L STOCKHOLDERS? AGREEMENT THIS STOCKHOLDERS? AGREEMENT (this ?Agreement?) is entered into as of ______________, 2007 among Universal American Financial Corp ., a New York corporation (the ?Company?), and the securityholders listed on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to _____________ Universal American Financial Corp – communications to any party shall be in writing and shall be delivered in person, sent by reputable overnight courier service, or sent by facsimile transmission, if to the Company, to Universal American Financial Corp ., 6 International Drive, Rye Brook, NY 10573-1068; Attention: General Counsel; Facsimile: (914) 934-0700, if to Stockholders, at their respective addresses set forth in Schedule I, or, in _____________ UNIVERSAL AMERICAN FINANCIAL CORP – 22 IN WITNESS WHEREOF, the parties hereto have caused this Stockholders Agreement to be duly executed by their respective authorized officers as of the day and year first above written. UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Robert A. Waegelein Name: Robert A. Waegelein Title: Executive Vice President and Chief Financial Officer STOCKHOLDERS: LEE-UNIVERSAL HOLDINGS, LLC By: /s/ Joseph B. Rotberg Name: Joseph _____________ Universal American Financial Corp – P. SAME AS IMMEDIATELY ABOVE. PERRY PRIVATE OPPORTUNITIES FUND, L.P. SAME AS IMMEDIATELY ABOVE. PERRY PRIVATE OPPORTUNITIES OFFSHORE FUND, L.P. SAME AS IMMEDIATELY ABOVE. RICHARD BARASCH c/o Universal American Financial Corp . 6 International Drive Rye Brook, NY 10573-1068 Phone: (914) 934-5200 Fax: (914) 934-0700 Russell L. Carson Thomas E. McInerney Robert A. Minicucci Anthony J. de Nicola _____________ dt 1843469
Preview Full Doc	2007	Voting Agreement Voting Agreement (32K) Doc #2866003: Click preview link for longer preview. VOTING AGREEMENT VOTING AGREEMENT, dated as of May 7, 2007 (this "Agreement"), among MHRx LLC, a Delaware limited liability company ("MHRx"), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the "Company" and, together with MHRx, the "MH Parties"), and the shareholders of Universal American Financial Corp., a New York corporation ("Parent"), listed on Annex A hereto (each, a "Shareholder" and collectively, the "Shareholders"). RECITALS WHEREAS, concurrently herewith, Parent, MH ACQUISITION CORP., a . . . 2866003	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Voting Agreement: Universal American Financial Corp – a Delaware limited liability company ("MHRx"), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the "Company" and, together with MHRx, the "MH Parties"), and the shareholders of Universal American Financial Corp ., a New York corporation ("Parent"), listed on Annex A hereto (each, a "Shareholder" and collectively, the "Shareholders"). RECITALS WHEREAS, concurrently herewith, Parent, MH ACQUISITION CORP., a Delaware corporation and _____________ dt 1766982

Page 0 of 0