AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION OF

                              WELLCARE GROUP, INC.

 

      WellCare Group, Inc., a corporation organized and existing under the

General Corporation Law of the State of Delaware, hereby certifies as follows:

 

      1. The corporation was incorporated on February 5, 2004, under the name

WellCare Group, Inc., pursuant to the General Corporation Law of the State of

Delaware.

 

      2. Pursuant to Sections 242 and 245 of the General Corporation Law of the

State of Delaware, this Amended and Restated Certificate of Incorporation

restates and integrates and further amends the provisions of the Certificate of

Incorporation of the corporation.

 

      3. The text of the Certificate of Incorporation is hereby amended and

restated in its entirety as follows:

 

                                   "ARTICLE I

                                      NAME

 

      The name of the Corporation is WellCare Health Plans, Inc. (the

"Corporation").

 

                                   ARTICLE II

                           REGISTERED OFFICE AND AGENT

 

      The address of the Corporation's registered office in the State of

Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New

Castle. The name of its registered agent at such address is Corporation Service

Company.

 

                                   ARTICLE III

                                     PURPOSE

 

      The purpose of the Corporation is to engage in any lawful act or activity

for which corporations may be organized under the General Corporation Law of the

State of Delaware (the "DGCL").

 

                                   ARTICLE IV

                                  CAPITAL STOCK

 

      The total number of shares of all classes of capital stock which the

Corporation shall have authority to issue is One Hundred Twenty Million

(120,000,000) shares, of which:

 

            One Hundred Million (100,000,000) shares, par value $0.01 per share,

shall be shares of common stock (the "Common Stock"); and

 

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            Twenty Million (20,000,000) shares, par value $0.01 per share, shall

be shares of preferred stock (the "Preferred Stock").

 

      (A) Common Stock. Except as (1) otherwise required by law or (2) expressly

provided in this Amended and Restated Certificate of Incorporation (as amended

from time to time), each share of Common Stock shall have the same powers,

rights and privileges and shall rank equally, share ratably and be identical in

all respects as to all matters.

 

            (1) Dividends. Subject to the rights of the holders of Preferred

Stock, and to the other provisions of this Amended and Restated Certificate of

Incorporation (as amended from time to time), holders of Common Stock shall be

entitled to receive equally, on a per share basis, such dividends and other

distributions in cash, securities or other property of the Corporation as may be

declared thereon by the Board of Directors from time to time out of assets or

funds of the Corporation legally available therefor.

 

            (2) Voting Rights. At every annual or special meeting of

stockholders of the Corporation, each holder of Common Stock shall be entitled

to cast one (1) vote for each share of Common Stock standing in such holder's

name on the stock transfer records of the Corporation.

 

            (3) Liquidation Rights. In the event of any liquidation, dissolution

or winding up of the affairs of the Corporation, whether voluntary or

involuntary, after payment or provision for payment of the Corporation's debts

and amounts payable upon shares of Preferred Stock entitled to a preference, if

any, over holders of Common Stock upon such dissolution, liquidation or winding

up, the remaining net assets of the Corporation shall be distributed among

holders of shares of Common Stock equally on a per share basis. A merger or

consolidation of the Corporation with or into any other corporation or other

entity, or a sale or conveyance of all or any part of the assets of the

Corporation (which shall not in fact result in the liquidation of the

Corporation and the distribution of assets to its stockholders) shall not be

deemed to be a voluntary or involuntary liquidation or dissolution or winding up

of the Corporation within the meaning of this Paragraph (A)(3).

 

      (B) Preferred Stock. The Board of Directors is authorized, subject to

limitations prescribed by law, to provide by resolution or resolutions for the

issuance of shares of Preferred Stock in one or more series, to establish the

number of shares to be included in each such series, and to fix the voting

powers (if any), designations, powers, preferences, and relative, participating,

optional or other rights, if any, of the shares of each such series, and any

qualifications, limitations or restrictions thereof. Irrespective of the

provisions of Section 242(b)(2) of the DGCL, the number of authorized shares of

Preferred Stock may be increased or decreased (but not below the number of

shares thereof then outstanding) by the affirmative vote of the holders of a

majority in voting power of the stock of the Corporation entitled to vote,

without the separate vote of the holders of the Preferred Stock as a class.

 

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                                    ARTICLE V

                               BOARD OF DIRECTORS

 

      (A) Management. The business and affairs of the Corporation shall be

managed by or under the direction of the Board of Directors. The Board of

Directors may exercise all such authority and powers of the Corporation and do

all such lawful acts and things as are not by statute or this Amended and

Restated Certificate of Incorporation directed or required to be exercised or

done by the stockholders.

 

      (B) Number of Directors. The number of directors of the Corporation shall

be fixed from time to time in the manner provided in the Amended and Restated

Bylaws.

 

      (C) Newly-Created Directorships and Vacancies. Subject to the rights of

the holders of any series of Preferred Stock then outstanding, newly created

directorships resulting from any increase in the number of directors or any

vacancies in the Board of Directors resulting from death, resignation,

retirement, disqualification, removal from office or any other cause may be

filled by the Board of Directors, provided that a quorum is then in office and

present, or by a majority of the directors then in office, if less than a quorum

is then in office, or by the sole remaining director. Directors elected to fill

a newly created directorship or other vacancies shall hold office until such

director's successor has been duly elected and qualified or until his or her

earlier death, resignation or removal as hereinafter provided.

 

      (D) Removal of Directors. Subject to the rights of the holders of any

series of Preferred Stock then outstanding, any director may be removed from

office at any time for cause, at a meeting called for that purpose, and only by

the affirmative vote of the holders of at least 66-2/3% of the voting power of

all shares of the Corporation entitled to vote generally in the election of

directors, voting together as a single class.

 

      (E) Rights of Holders of Preferred Stock. Notwithstanding the foregoing

provisions of this Article V, whenever the holders of one or more series of

Preferred Stock issued by the Corporation shall have the right, voting

separately or together by series, to elect directors at an annual or special

meeting of stockholders, the election, term of office, filling of vacancies and

other features of such directorship shall be governed by the rights of such

Preferred Stock as set forth in the certificate of designations governing such

series.

 

      (F) Written Ballot Not Required. Elections of directors need not be by

written ballot unless the Amended and Restated Bylaws of the Corporation shall

otherwise provide.

 

      (G) Bylaws. The Board of Directors is expressly authorized to adopt, amend

or repeal the bylaws of the Corporation. Any bylaws made by the directors under

the powers conferred hereby may be amended or repealed by the directors or by

the stockholders. Notwithstanding the foregoing and anything contained in this

Amended and Restated Certificate of Incorporation to the contrary, the bylaws of

the Corporation shall not be amended or repealed by the stockholders, and no

provision inconsistent therewith shall be adopted by the stockholders, without

the affirmative vote of the holders of 66-2/3% of the voting power of all shares

of the Corporation entitled to vote generally in the election of directors,

voting together as a single class.

 

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      (H) Classification of Directors. At each annual meeting of stockholders,

directors of the Corporation shall be elected to hold office until the

expiration of the term for which they are elected, and until their successors

have been duly elected and qualified; except that if any such election shall be

not so held, such election shall take place at a stockholders' meeting called

and held in accordance with the DGCL. The directors of the Corporation shall be

divided into three classes as nearly equal in size as is practicable, hereby

designated Class I, Class II and Class III. The term of office of the initial

Class I directors shall expire at the next succeeding annual meeting of

stockholders, the term of office of the initial Class II directors shall expire

at the second succeeding annual meeting of stockholders and the term of office

of the initial Class III directors shall expire at the third succeeding annual

meeting of the stockholders. For the purposes hereof, the initial Class I, Class

II and Class III directors shall be those directors elected by the sole

stockholder of the Corporation in connection with the adoption of this Amended

and Restated Certificate of Incorporation. At each annual meeting after the

first annual meeting of stockholders, directors to replace those of a Class

whose terms expire at such annual meeting shall be elected to hold office until

the third succeeding annual meeting and until their respective successors shall

have been duly elected and qualified. If the number of directors is hereafter

changed, any newly created directorships or decrease in directorships shall be

so apportioned among the classes as to make all classes as nearly equal in

number as practicable.

 

                                   ARTICLE VI

                             LIMITATION OF LIABILITY

 

      A director of the Corporation shall not be personally liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director; provided, however, that the foregoing shall not eliminate or

limit the liability of a director (i) for any breach of the director's duty of

loyalty to the Corporation or its stockholders, (ii) for acts or omissions not

in good faith or which involve intentional misconduct or a knowing violation of

law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which

the director derived an improper personal benefit. If the DGCL is hereafter

amended to permit further elimination or limitation of the personal liability of

directors, then the liability of a director of the Corporation shall be

eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Any repeal or modification of this Article VI by the stockholders of the

Corporation or otherwise shall not adversely affect any right or protection of a

director of the Corporation existing at the time of such repeal or modification.

 

                                   ARTICLE VII

                                 INDEMNIFICATION

 

      Each person who was or is made a party or is threatened to be made a party

to or is involved (including, without limitation, as a witness) in any actual or

threatened action, suit or proceeding, whether civil, criminal, administrative

or investigative (hereinafter a "proceeding"), by reason of the fact that he is

or was a director or officer of the Corporation or is or was serving at the

request of the Corporation as a director or officer of another corporation or of

a partnership, limited liability company, joint venture, trust or other entity,

including service with respect to an employee benefit plan (hereinafter an

"Indemnitee"), whether the basis of such

 

                                        4

 

<PAGE>

 

proceeding is alleged action in an official capacity as a director or officer or

in any other capacity while so serving, shall be indemnified and held harmless

by the Corporation to the full extent authorized by the DGCL, as the same exists

or may hereafter be amended (but, in the case of any such amendment, only to the

extent that such amendment permits the Corporation to provide broader

indemnification rights than said law permitted the Corporation to provide prior

to such amendment), or by other applicable law as then in effect, against all

costs, expenses, liabilities and losses (including attorneys' fees and related

costs, judgments, fines, excise taxes or penalties under the Employee Retirement

Income Security Act of 1974, as amended from time to time ("ERISA"), penalties

and amounts paid or to be paid in settlement) actually and reasonably incurred

or suffered by such Indemnitee in connection therewith, and such indemnification

shall continue as to a person who has ceased to be a director, officer, partner,

member or trustee and shall inure to the benefit of his or her heirs, executors

and administrators. Each person who is or was serving as a director or officer

of a subsidiary of the Corporation shall be deemed to be serving, or have

served, at the request of the Corporation.

 

      (A) Procedure. Any indemnification (but not advancement of expenses) under

this Article VII (unless ordered by a court) shall be made by the Corporation

only as authorized in the specific case upon a determination that

indemnification of the director or officer is proper in the circumstances

because he has met the applicable standard of conduct set forth in the DGCL, as

the same exists or hereafter may be amended (but, in the case of any such

amendment, only to the extent that such amendment permits the Corporation to

provide broader indemnification rights than said law permitted the Corporation

to provide prior to such amendment). Such determination shall be made with

respect to a person who is a director or officer at the time of such

determination (a) by a majority vote of the directors who were not parties to

such proceeding (the "Disinterested Directors"), even though less than a quorum,

(b) by a committee of Disinterested Directors designated by a majority vote of

Disinterested Directors, even though less than a quorum, (c) if there are no

such Disinterested Directors, or if such Disinterested Directors so direct, by

independent legal counsel in a written opinion, or (d) by the stockholders.

 

      (B) Advances for Expenses. Expenses (including attorneys' fees, costs and

charges) incurred by a director or officer of the Corporation in defending a

proceeding shall be paid by the Corporation in advance of the final disposition

of such proceeding upon receipt of an undertaking by or on behalf of the

director or officer to repay all amounts so advanced in the event that it shall

ultimately be determined that such director or officer is not entitled to be

indemnified by the Corporation as authorized in this Article VII. The majority

of the Disinterested Directors may, in the manner set forth above, and upon

approval of such director or officer of the Corporation, authorize the

Corporation's counsel to represent such person, in any proceeding, whether or

not the Corporation is a party to such proceeding.

 

      (C) Procedure for Indemnification. Any indemnification or advance of

expenses (including attorney's fees, costs and charges) under this Article VII

shall be made promptly, and in any event within 60 days upon the written request

of the director or officer (and, in the case of advance of expenses, receipt of

a written undertaking by or on behalf of Indemnitee to repay such amount if it

shall ultimately be determined that Indemnitee is not entitled to be indemnified

therefor pursuant to the terms of this Article VII). The right to

indemnification or advances as granted by this Article VII shall be enforceable

by the director or officer in any court of

 

                                        5

 

<PAGE>

 

competent jurisdiction, if the Corporation denies such request, in whole or in

part, or if no disposition thereof is made within 60 days. Such person's costs

and expenses incurred in connection with successfully establishing his/her right

to indemnification, in whole or in part, in any such action shall also be

indemnified by the Corporation. It shall be a defense to any such action (other

than an action brought to enforce a claim for the advance of expenses (including

attorney's fees, costs and charges) under this Article VII where the required

undertaking, if any, has been received by the Corporation) that the claimant has

not met the standard of conduct set forth in the DGCL, as the same exists or

hereafter may be amended (but, in the case of any such amendment, only to the

extent that such amendment permits the Corporation to provide broader

indemnification rights than said law permitted the Corporation to provide prior

to such amendment), but the burden of proving such defense shall be on the

Corporation. Neither the failure of the Corporation (including its Board of

Directors, its independent legal counsel and its stockholders) to have made a

determination prior to the commencement of such action that indemnification of

the claimant is proper in the circumstances because he/she has met the

applicable standard of conduct set forth in the DGCL, as the same exists or

hereafter may be amended (but, in the case of any such amendment, only to the

extent that such amendment permits the Corporation to provide broader

indemnification rights than said law permitted the Corporation to provide prior

to such amendment), nor the fact that there has been an actual determination by

the Corporation (including its Board of Directors, its independent legal counsel

and its stockholders) that the claimant has not met such applicable standard of

conduct, shall be a defense to the action or create a presumption that the

claimant has not met the applicable standard of conduct.

 

      (D) Other Rights; Continuation of Right to Indemnification. The

indemnification and advancement of expenses provided by this Article VII shall

not be deemed exclusive of any other rights to which a person seeking

indemnification or advancement of expenses may be entitled under any law (common

or statutory), bylaw, agreement, vote of stockholders or disinterested directors

or otherwise, both as to action in his/her official capacity and as to action in

another capacity while holding office or while employed by or acting as agent

for the Corporation, and shall continue as to a person who has ceased to be a

director or officer, and shall inure to the benefit of the estate, heirs,

executors and administers of such person. All rights to indemnification under

this Article VII shall be deemed to be a contract between the Corporation and

each director or officer of the Corporation who serves or served in such

capacity at any time while this Article VII is in effect. Any repeal or

modification of this Article VII or any repeal or modification of relevant

provisions of the DGCL or any other applicable laws shall not in any way

diminish any rights to indemnification of such director or officer or the

obligations of the Corporation arising hereunder with respect to any proceeding

arising out of, or relating to, any actions, transactions or facts occurring

prior to the final adoption of such modification or repeal. For the purposes of

this Article VII, references to "the Corporation" include all constituent

corporations absorbed in a consolidation or merger as well as the resulting or

surviving corporation, so that any person who, following such consolidation or

merger, is a director or officer of such a constituent corporation or is serving

at the request of such constituent corporation as a director or officer of

another corporation, partnership, joint venture, trust or other entity shall

stand in the same position under the provisions of this Article VII, with

respect to the resulting or surviving corporation during the period following

such consolidation or

 

                                        6

 

<PAGE>

 

merger, as he would if he/she had served the resulting or surviving corporation

in the same capacity.

 

      (E) Insurance. The Corporation shall have power to purchase and maintain

insurance on behalf of any person who is or was or has agreed to become a

director or officer of the Corporation, or is or was serving at the request of

the Corporation as a director or officer of another corporation, partnership,

joint venture, trust or other entity, against any liability asserted against him

and incurred by him or on his behalf in any such capacity, or arising out of his

status as such, whether or not the Corporation would have the power to indemnify

him against such liability under the provisions of this Article VII; provided,

however, that such insurance is available on acceptable terms, which

determination shall be made by a vote of a majority of the Board of Directors.

 

      (F) Savings Clause. If this Article VII or any portion hereof shall be

invalidated on any ground by any court of competent jurisdiction, then the

Corporation shall nevertheless indemnify each person entitled to indemnification

under the first paragraph of this Article VII as to all costs, expenses,

liabilities and losses (including attorneys' fees and related costs, judgments,

fines, ERISA excise taxes and penalties, penalties and amounts paid or to be

paid in settlement) actually and reasonably incurred or suffered by such person

and for which indemnification is available to such person pursuant to this

Article VII to the full extent permitted by any applicable portion of this

Article VII that shall not have been invalidated and to the full extent

permitted by applicable law.

 

                                  ARTICLE VIII

           ACTION BY WRITTEN CONSENT/SPECIAL MEETINGS OF STOCKHOLDERS

 

      For so long as either the Corporation's Common Stock is registered under

Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), or the Corporation is required to file periodic reports with the

Securities and Exchange Commission pursuant to Section 15(d) of the Exchange Act

with respect to the Corporation's Common Stock: (i) the stockholders of the

Corporation may not take any action by written consent in lieu of a meeting, and

must take any actions at a duly called annual or special meeting of stockholders

and the power of stockholders to consent in writing without a meeting is

specifically denied and (ii) special meetings of stockholders of the Corporation

may be called only by either the Board of Directors pursuant to a resolution

adopted by the affirmative vote of the majority of the total number of directors

then in office or by the chief executive officer of the Corporation.

 

                                   ARTICLE IX

                                    AMENDMENT

 

      The Corporation reserves the right to amend, alter, change or repeal any

provision contained in this Amended and Restated Certificate of Incorporation,

in the manner now or hereafter prescribed by statute, and all rights conferred

upon stockholders herein are granted subject to this reservation.

Notwithstanding any other provision of this Amended and Restated Certificate of

Incorporation or the Amended and Restated Bylaws of the Corporation, and

notwithstanding the fact that a lesser percentage or separate class vote may be

specified by law,

 

                                        7

 

<PAGE>

 

this Amended and Restated Certificate of Incorporation, the Amended and Restated

Bylaws of the Corporation or otherwise, but in addition to any affirmative vote

of the holders of any particular class or series of the capital stock required

by law, this Amended and Restated Certificate of Incorporation, the Amended and

Restated Bylaws of the Corporation or otherwise, the affirmative vote of the

holders of at least 66-2/3% of the voting power of all shares of the Corporation

entitled to vote generally in the election of directors, voting together as a

single class, shall be required to adopt any provision inconsistent with, to

amend or repeal any provision of, or to adopt a bylaw inconsistent with,

Articles V, VI, VII, VIII or IX of this Amended and Restated Certificate of

Incorporation."

 

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<PAGE>

 

      4. The foregoing amendment and restatement of the Certificate of

Incorporation has been duly approved by the Board of Directors of the

corporation in accordance with the provisions of Sections 144, 242 and 245 of

the General Corporation Law of the State of Delaware.

 

      5. The foregoing amendment and restatement of the Certificate of

Incorporation has been duly approved by the written consent of the sole

stockholder in accordance with Sections 228, 242 and 245 of the General

Corporation Law of the State of Delaware.

 

      IN WITNESS WHEREOF, the corporation has causes this Amended and Restated

Certificate of Incorporation to be signed by its Senior Vice President and

Secretary on this 6th day of July, 2004.

 

                                           WELLCARE GROUP, INC.

 

                                           By /s/ Thaddeus Bereday

                                             ___________________________________

                                             Thaddeus Bereday

                                             Senior Vice President and Secretary

 

                                       

 

 

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

WELLCARE HEALTH PLANS, INC.

 

WellCare Health Plans, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

 

FIRST: The Board of Directors of the Corporation, at a duly constituted meeting held in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Amended and Restated Bylaws of the Corporation, duly adopted resolutions proposing and declaring advisable the following amendments to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) as set forth below.

 

SECOND: Paragraph (D) of Article V of the Certificate of Incorporation hereby is amended and restated to read in its entirety as follows:

 

(D)         Removal of Directors.  Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director may be removed from office at any time with or without cause at a meeting called for that purpose, but only by the affirmative vote of the holders of at least 66-2/3% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided, however, that no existing Class III director serving the remaining portion of a multi-year term may be removed during any part of his or her remaining multi-year term except for cause.

 

THIRD:  Paragraph (H) of Article V of the Certificate of Incorporation hereby is amended and restated to read in its entirety as follows:

 

(H)         Election of Directors; Declassification of Board.  At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected, and until their successors have been duly elected and qualified; except that if any such election shall be not so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL.  Until the 2010 annual meeting of stockholders, the directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable.  At the 2009 annual meeting of stockholders, both the Class I and Class II directors shall be elected for one-year terms expiring at the 2010 annual meeting of stockholders; and at the 2010 annual meeting of stockholders, the terms of the then-serving Class I, Class II and Class III directors shall expire, and at such annual meeting and at each annual meeting of stockholders thereafter, all directors shall be elected for one-year terms expiring at the next annual meeting and shall serve until his or her successor shall be elected and qualified.  From and after the 2010 annual meeting of stockholders, the directors shall no longer be divided into classes.  Each Class I and Class II director elected at the 2009 annual meeting of stockholders shall serve for a one-year term as provided herein notwithstanding that the amendments to effect the declassification of the Board of Directors as provided herein may be filed with the Secretary of State of the State of Delaware after the 2009 annual meeting of stockholders at which such Class I or Class II director was elected and such amendments were approved and adopted by the stockholders.

 

FOURTH: The amendments to the Certificate of Incorporation as set forth above were duly adopted and approved by the holders of at least 66 2/3% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders of the Corporation held in accordance with Section 211 of the DGCL.

 

FIFTH: The amendments to the Certificate of Incorporation set forth above were duly adopted in accordance with the requirements of Section 242 of the DGCL.

 

IN WITNESS WHEREOF, WellCare Health Plans, Inc. has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer as of July 30, 2009.

 

WELLCARE HEALH PLANS, INC.

 

 

 

By:           /s/ Timothy S. Susanin 

Name:     Timothy S. Susanin

General Counsel and Secretary

 

 

 

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

WELLCARE HEALTH PLANS, INC.

WellCare Health Plans, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST: The Board of Directors of the Corporation, at a duly constituted meeting held in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Amended and Restated Bylaws of the Corporation, duly adopted resolutions proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) as set forth below.

SECOND: The following is hereby added as Article X of the Certificate of Incorporation:

“ARTICLE X

EXCLUSIVE FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or other agent of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Company’s Certificate of Incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court of the District of Delaware). The Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court of the District of Delaware) shall have the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in any other forum. Any person who, or entity that, purchases or otherwise acquires an interest in stock of the Corporation will be deemed (i) to have notice of, and agree to comply with, the provisions of this Article X, and (ii) to consent to the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article X.

If any provision contained in this Article X is held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article X (including, without limitation, each portion of any sentence of the new Article containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the

 


 

application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.”

THIRD: The amendment to the Certificate of Incorporation as set forth above was duly adopted and approved by the holders of at least a majority of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders of the Corporation held in accordance with Section 211 of the DGCL.

FOURTH: The amendment to the Certificate of Incorporation set forth above was duly adopted in accordance with the requirements of Section 242 of the DGCL.

IN WITNESS WHEREOF, WellCare Health Plans, Inc. has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer as of May 28, 2014.

WELLCARE HEALH PLANS, INC.

 

 

 

By:        /s/ Lisa G. Iglesias__________

Name:    Lisa G. Iglesias

General Counsel and Secretary

 

[As Filed: 05-28-2014]