AGREEMENT AND PLAN OF MERGER AMONG IVY HOLDINGS INC., IVY MERGER SUB CORP. AND PROSPECT MEDICAL HOLDINGS, INC. Dated as of August 16, 2010Merger Agreement • August 16th, 2010 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated August 16, 2010 is by and among IVY HOLDINGS INC., a Delaware corporation (“Parent”), IVY MERGER SUB CORP., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”).
FUND GUARANTEEFund Guarantee • August 16th, 2010 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Fund Guarantee is made and entered into as of August 16, 2010 (the “Guarantee”) by and among Prospect Medical Holdings, Inc., a Delaware corporation (the “Company”), Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”), and Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEIS V” and together with GEI V, the “Guarantors”, each a “Guarantor”). Except as specified herein, capitalized terms used in this Guarantee shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”) by and among Ivy Holdings Inc., a Delaware corporation (“Parent”), Ivy Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Company.
