FOURTH AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENTAssignable Option Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS FOURTH AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENT (this “Agreement”) is effective as of the 8th day of August, 2008, by and among Prospect Medical Systems, Inc., a Delaware corporation (“PMS”), Prospect Medical Group, Inc., a California professional corporation (“PMG”), and Osmundo R. Saguil, M.D. (“Shareholder”), with reference to the following facts:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
This Indemnification Agreement (“Agreement”) is made as of November 26, 2008 by and between Prospect Medical Holdings, Inc., a Delaware corporation (the “Company”), and Arthur Lipper, M.D. (“Indemnitee”).
Prospect Medical Holdings, Inc. Non-Qualified Stock Option AgreementQualified Stock Option Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Non-Qualified Stock Option Agreement (the “Agreement”); and
Prospect Medical Holdings, Inc. Stock Option AgreementStock Option Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of Prospect Medical Holdings, Inc. (the “Company”) has determined that it would be in the best interests of the Company and its stockholders to grant the Option provided for herein to the Optionee as set forth in the Notice of Grant of Stock Option attached as Exhibit “A” (the “Notice”).
SECOND AMENDED AND RESTATED FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS SECOND AMENDED AND RESTATED FIRST LIEN PLEDGE AGREEMENT (this “Agreement”) is effective as of the 26th day of November, 2008, by and between Arthur E. Lipper, M.D. (“Lipper” or the “Pledgor”) and Bank of America, N.A., as administrative agent, and its successors and assigns (collectively, the “Administrative Agent”) under the Credit Agreement (as defined below). Capitalized terms used herein, but not defined herein, shall have the respective meanings set forth in the Credit Agreement.
AMENDED AND RESTATED SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS AMENDED AND RESTATED SECOND LIEN PLEDGE AGREEMENT (this “Agreement”) is effective as of the 8th day of August, 2008, by and between Osmundo R. Saguil, M.D. (“Saguil” or the “Pledgor”) and Bank of America, N.A., as administrative agent, and its successors and assigns (collectively, the “Administrative Agent”) under the Credit Agreement (as defined below). Capitalized terms used herein, but not defined herein, shall have the respective meanings set forth in the Credit Agreement.
Prospect Medical Holdings, Inc. Incentive Stock Option AgreementIncentive Stock Option Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Incentive Stock Option Agreement (the “Agreement”); and
Restricted Stock Award Agreement General Terms and ConditionsRestricted Stock Award Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Stock Purchase Agreement (“Agreement”) is made and entered into this 26th day of November 2008 by and among Arthur Lipper, M.D. (“Purchaser”), as buyer, Osmundo R. Saguil, M.D. (“Seller”), as seller, Prospect Medical Group, Inc., a California professional corporation (“PMG”) and Prospect Medical Systems, Inc., a Delaware corporation (“PMS”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Stock Purchase Agreement (“Agreement”) is made and entered into this 26th day of November, 2008 by and among Arthur Lipper, M.D. (“Purchaser”), as buyer, Osmundo R. Saguil, M.D. (“Seller”), as seller, Prospect Medical Group, Inc., a California professional corporation (“Company”) and Prospect Medical Systems, Inc., a Delaware corporation (“PMS”).
Restricted Stock Award Agreement General Terms and ConditionsRestricted Stock Award Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
SECOND AMENDED AND RESTATED OPTION AGREEMENTSecond Amended and Restated Option Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS SECOND AMENDED AND RESTATED OPTION AGREEMENT (“Agreement”) is dated as of August 8, 2008, by and between Prospect Medical Group, Inc., a California professional corporation (“PMG”) and Osmundo R. Saguil, M.D. (“Physician”), with reference to the following facts:
THIRD AMENDED AND RESTATED OPTION AGREEMENTThird Amended and Restated Option Agreement • December 29th, 2008 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS THIRD AMENDED AND RESTATED OPTION AGREEMENT (“Agreement”) is dated as of November 26, 2008, by and between Prospect Medical Group, Inc., a California professional corporation (“PMG”) and Arthur Lipper, M.D. (“Physician”), with reference to the following facts:
