IPC the Hospitalist Company, Inc. Sample Contracts

3,500,000 Shares IPC The Hospitalist Company, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 18th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York
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EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of October 19, 2011 and is effective as of November 1, 2011 (the “Effective Date”), by and between IPC THE HOSPITALIST COMPANY, INC., a Delaware corporation (the...
Employment Agreement • February 23rd, 2012 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • California

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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INPATIENT CONSULTANTS MANAGEMENT, INC. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 12th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • California

This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of August 31, 2005, by and between COMERICA BANK (“Bank”) and INPATIENT CONSULTANTS MANAGEMENT, INC. (“Borrower”).

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Contract
IPC the Hospitalist Company, Inc. • January 14th, 2008 • Services-misc health & allied services, nec • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , , by and between IPC The Hospitalist Company, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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LIBOR Addendum to Second Amended and Restated Loan and Security Agreement
Loan and Security Agreement • November 15th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

As used herein, the LIBOR rate plus the applicable margin above is referred to as the “LIBOR Option” as in effect during the relevant LIBOR Period, and an Advance at the LIBOR Option during such period is a “LIBOR Option Advance.” As used herein, the Prime rate plus the applicable margin above, if any, is referred to as the “Prime Rate Option,” and an Advance at the Prime Rate Option is a “Prime Rate Advance.”

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SUCCESSION AGREEMENT
Succession Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

This Succession Agreement (the “Agreement”) is made and entered into this day of , 200 , by and among (the “Corporation”) and ( the “Founding Doctor”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 26th, 2014 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York

This Agreement contemplates a transaction in which Acquirors will purchase certain of the assets of Seller comprising Seller’s Business, including the Owners’ Personal Goodwill, in return for cash and other consideration. Terms used in this Agreement that are capitalized or otherwise have special meaning have the definitions given to such terms in Section 8.9 and elsewhere in the Agreement.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 26th, 2014 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York

This Agreement contemplates a transaction in which Acquirors will purchase certain of the assets of Sellers comprising Sellers’ Business, including the Owners’ Personal Goodwill, in return for cash and other consideration. Terms used in this Agreement that are capitalized or otherwise have special meaning have the definitions given to such terms in Section 8.9 and elsewhere in the Agreement.

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WARRANT AGREEMENT To Purchase Shares of the Series B Preferred Stock of IN- PATIENT CONSULTANTS MANAGEMENT, INC., Dated as of January 15, 2000 (the “Effective Date”)
Warrant Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Illinois

WHEREAS, In-Patient Consultants Management, Inc., a Delaware corporation (the “Company”) and its subsidiaries have entered into a Master Lease Agreement dated as of January 15, 2000, Equipment Schedule No. VL-1 and VL-2 dated as of January 15,2000, and related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc., a Delaware corporation (the “Warrantholder”); and

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 26th, 2014 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2012 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

This Amendment to the Employment Agreement (the “Amendment”) by and between IPC THE HOSPITALIST COMPANY, INC, a Delaware corporation (“Company”) and Devra G. Shapiro (“Employee”), serves to modify by mutual consent the Second Amended and Restated Employment Agreement between Company and Employee which was effective August 5, 2009 (the “Agreement”).

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FIRST AMENDMENT TO CREDIT AGREEMENT, GUARANTY AND SECURITY AGREEMENT
Credit Agreement • October 29th, 2013 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York
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SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7,2002, is made by and among Bank of America Ventures, a California corporation (“BAV”), BA Venture Partners V, a Delaware I general partnership (“BAVP” and together with BAV, “BA”), CB Healthcare Fund, L.P., a Delaware limited partnership (“CB”), Morgenthaler Venture Partners IV, L.P., a Delaware limited partnership (“MVPIV”), Morgenthaler Partners VII, L.P., a Delaware limited partnership (“MVPVI”, and together with MVPIV, “MVP”), Bessemer Venture Partners IV L.P., a Delaware limited partnership (“BVP”), Bessemer Venture Investors L.P., a Delaware limited partnership (“BVI”) and Bessec Ventures IV L.P., a Delaware limited partnership (“BV” and together with BVI and BVP, “Bessemer”), Crucible Partners L.P. I, a Delaware limited partnership (“Crucible”), U.S. Bancorp Piper Jaffray Inc., a Delaware corporation (“Piper”), NSE Investments, LLC, a California limited liability company (“NS

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 1st, 2013 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Massachusetts

This is the first amendment (“First Amendment”), dated as of August 29, 2013, to that certain Asset Purchase Agreement, dated as of August 16, 2013 (the “Agreement”), by and among Hospitalists Management of New Hampshire, Inc., a New Hampshire corporation qualified to do business in Massachusetts (“Buyer”); InPatient Consultants of Massachusetts, P.C., a New Hampshire professional corporation qualified to do business in Massachusetts (“PC Buyer”) (each of Buyer and PC Buyer an “Acquiror” and, collectively, the “Acquirors”); Steward Medical Group, Inc., a Massachusetts not-for-profit corporation (“Seller”); and Steward Health Care System LLC, a Delaware limited liability company (“Owner”) (Seller and Owner, collectively, the “Selling Group”). Each of the Acquirors and the members of the Selling Group are sometimes referred to herein as the “Parties” and individually as a “Party”. Capitalized terms not otherwise defined herein shall have the same meaning given to them in the Agreement.

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 26th, 2014 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec
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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 12th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

This Second Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of January 31, 2007, by and between COMERICA BANK (“Bank”) and INPATIENT CONSULTANTS MANAGEMENT, INC. (“Borrower”).

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 26th, 2014 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec
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GUARANTY AGREEMENT
Guaranty Agreement • August 9th, 2011 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York

This GUARANTY AGREEMENT (this “Guaranty”), dated as of August 4, 2011, is made by each of the undersigned Affiliates or Subsidiaries of IPC The Hospitalist Company, Inc. (the “Borrower”) and each of the other Affiliates or Subsidiaries of the Borrower which becomes a party hereto pursuant to Section 4.15 hereof (each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (which for the avoidance of doubt includes the L/C Issuer) and as collateral agent for the Lender Rate Contract Counterparties and Lender Bank Product Providers (as such terms are defined in the Credit Agreement referred to below) (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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PREMIUM FINANCE AGREEMENT DISCLOSURE STATEMENT AND SECURITY AGREEMENT (CA License # 9739145 (AICCO, Inc.)) (CA License # 9739865 (Imperial Premium Finance, Inc.)) AICCO, Inc.
Premium Finance Agreement • November 15th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Idaho
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AGREEMENT AND PLAN OF MERGER by and among TEAM HEALTH HOLDINGS, INC., INTREPID MERGER SUB, INC. and
Agreement and Plan of Merger • August 7th, 2015 • IPC Healthcare, Inc. • Services-misc health & allied services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2015 (this “Agreement”), is made by and among Team Health Holdings, Inc., a Delaware corporation (“Parent”), Intrepid Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and IPC Healthcare, Inc., a Delaware corporation (the “Company”).

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AMENDMENT NO. [ ] TO MANAGEMENT AGREEMENT
Management Agreement • February 22nd, 2010 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

This Amendment No. [ ] to Management Agreement (this “Amendment”) is made and entered into by and between [ ] (“Medical Group”) and [ ] (“Manager”), as of January 1, 2009, with reference to the following:

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 12th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • California

This First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 30, 2006, by and between COMERICA BANK (“Bank”) and INPATIENT CONSULTANTS MANAGEMENT, INC. (“Borrower”).

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SECURITY AGREEMENT
Security Agreement • August 9th, 2011 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York

THIS SECURITY AGREEMENT, dated as of August 4, 2011, is made by IPC THE HOSPITALIST COMPANY, INC., a Delaware corporation (the “Borrower”), each of the undersigned Subsidiaries or Affiliates of the Borrower and each of the other Subsidiaries or Affiliates of the Borrower which becomes a party hereto pursuant to Section 10.15 below (each of the foregoing, a “Grantor” and collectively, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION for itself and as the administrative agent on behalf of the Lenders (which for the avoidance of doubt includes the L/C Issuer) and as collateral agent for the Lender Rate Contract Counterparties and Lender Bank Product Providers (as such terms are defined in the Credit Agreement referred to below) (in such capacity, together with any successors and assigns in such capacity, the “Administrative Agent”).

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MASTER SECURITY AGREEMENT DATED AS OF 9/26/2007
Master Security Agreement • October 12th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

THIS MASTER SECURITY AGREEMENT (this “Agreement”) is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and the undersigned Debtor (“Debtor”). Secured Party has a mailing address at 20225 Watertower Blvd., Suite 400, Brookfield, Wl 53045, Attn: Operations Dept. Debtor is a Corporation organized and existing under the laws of the State of Delaware. Debtor’s mailing address and chief place of business is 4605 Lankershim Blvd., North Hollywood, CA 91602. This Agreement contains the general terms that apply to the financing of Equipment (defined below). Additional terms that apply to the Equipment shall be contained on a schedule (“Schedule”). Capitalized terms used, but not otherwise defined, herein and which are defined in a Schedule shall have the respective meanings assigned to such terms in such Schedule.

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Contract
Registration Rights Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 1st, 2013 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Massachusetts

This Agreement contemplates a transaction in which Acquirors will purchase certain of the Seller’s assets, which constitute substantially all of the assets used in Seller’s Business, in return for cash and other consideration. Terms used in this Agreement that are capitalized or otherwise have special meaning have the definitions given to such terms in Section 8.9 and elsewhere in the Agreement. The Purchased Assets do not comprise all or substantially all of the assets of Seller, which will remain in business after the Closing as a going concern.

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MANAGEMENT AGREEMENT
Management Agreement • November 15th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of by and between , a professional medical corporation (“PC”), and , a (“Company”).

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PREMIUM FINANCE AGREEMENT DISCLOSURE STATEMENT AND SECURITY AGREEMENT (CA License # 9739145 (AICCO, Inc.)) (CA License # 9739865 (Imperial Premium Finance, Inc.)) Talbot Premium Financing AICCO, Inc. 101 Hudson Street, Jersey City, NJ 07302 (201)...
Premium Finance Agreement Disclosure Statement and Security Agreement • March 28th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Idaho
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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 15th, 2007 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec

This Third Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 22, 2007, by and between COMERICA BANK (“Bank”) and IPC THE HOSPITALIST COMPANY, INC. (f/k/a INPATIENT CONSULTANTS MANAGEMENT, INC.) (“Borrower”).

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IPC THE HOSPITALIST COMPANY, INC. PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • April 26th, 2012 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Delaware

PERFORMANCE UNIT AGREEMENT (the “Agreement”), dated as of [ ] (the “Grant Date”) by and between IPC The Hospitalist Company, Inc. (the “Company”), and [ ] (the “Grantee”).

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CREDIT AGREEMENT among IPC THE HOSPITALIST COMPANY, INC., THE LENDERS NAMED HEREIN, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender, and WELLS FARGO SECURITIES, LLC, as Lead Arranger and Sole...
Credit Agreement • August 9th, 2011 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York

THIS CREDIT AGREEMENT, dated as of August 4, 2011, is entered into by and among: (1) IPC THE HOSPITALIST COMPANY, INC., a Delaware corporation (the “Borrower”); (2) each of the financial institutions party to this Agreement from time to time (each a “Lender” and, collectively, the “Lenders”); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Administrative Agent, L/C Issuer and Swing Line Lender. Wells Fargo Securities, LLC has been given the title of sole lead arranger (in such capacity, the “Lead Arranger”) and sole bookrunner in connection with this Agreement.

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Contract
Antidilution Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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