SECURITY AGREEMENT (GROUP)Security Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This SECURITY AGREEMENT, dated as of October 1, 2003, is entered into between PROSPECT PROFESSIONAL CARE MEDICAL GROUP, INC., a California professional corporation (“GROUP”) and PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation (“MANAGER”), with reference to the following facts:
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into as of September 15, 1998, and deemed to have been effective as of September 25, 1997, by and between SIERRA MEDICAL MANAGEMENT, INC., a Delaware corporation (“Manager”), and SIERRA PRIMARY CARE MEDICAL GROUP, INC., a California professional corporation (“GROUP”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
Prospect Medical Holdings, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (the “Agreement”) with Spencer Trask Ventures, a Delaware corporation (the “Placement Agent”), as follows (unless the context otherwise requires, as used herein, the “Company” refers to Prospect Medical Holdings, Inc., and its subsidiaries, and Prospect Medical Group and its subsidiaries, and as finally constituted giving effect to the merger and acquisition transactions contemplated by the Offering (as hereinafter defined)):
CaliforniaCare MEDICAL SERVICES AGREEMENT Professional Care IPA Medical Group, Inc.Medical Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
• If PARTICIPATING MEDICAL GROUP selects the Section 8.03A Enrollment Protection level of ***, once PARTICIPATING MEDICAL GROUP reaches *** Members at the beginning of the calendar year PARTICIPATING MEDICAL GROUP will receive an additional payment of $ PMPM.
AIM MEDICAL SERVICES AGREEMENTMedical Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
ContractProspect Medical Holdings Inc • May 27th, 2004 • Services-offices & clinics of doctors of medicine
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MUST BE HELD INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DISPOSED OF PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
AMENDED AND RESTATED SECURITY AGREEMENT (Prospect Medical Systems, Inc.)Security Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of September 24, 2003, is entered into between PROSPECT MEDICAL SYSTEMS, INC. a Delaware corporation (“Debtor”), and COMERICA BANK, a Michigan banking corporation, successor-by-merger to Comerica Bank-California, a California banking corporation, successor-by-merger to Imperial Bank, a California banking corporation (“Secured Party”), with reference to the following facts:
MANAGEMENT AGREEMENTManagement Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made effective as of JANUARY 1, 2003 (the “Effective Date”), by and between PINNACLE HEALTH RESOURCES INC., a California corporation (“MANAGER”), and STARCARE MEDICAL GROUP, INC. DBA GATEWAY MEDICAL GROUP INC, a California professional corporation that operates an independent practice association (“IPA”), with respect to the following:
BLUE CROSS SENIOR SECURE MEDICARE+CHOICE MEDICAL SERVICES AGREEMENT Professional Care IPA Medical Group, Inc.Medical Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This exhibit lists the areas in which PARTICIPATING MEDICAL GROUP and PARTICIPATING MEDICAL GROUP Physician will have administrative responsibility. The extent and type of responsibility to be undertaken will be agreed upon by the PARTICIPATING MEDICAL GROUP and BLUE CROSS.
FHS PARTICIPATING PHYSICIAN GROUP PROVIDER SERVICES AGREEMENT Professional Care Medical Group IPA 1 Year AgreementGroup Provider Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Participating Physician Group Provider Services Agreement (“Agreement”) is made and entered into by and between the Foundation Health Systems Affiliate(s) (“FHS”) identified in Addendum A to this Agreement and Professional Care Medical Group IPA, a Participating Physician Group (“PPG”), to be effective March 1, 1999.
AMENDMENT BLUE CROSS OF CALIFORNIA MEDICAL SERVICES AGREEMENTMedical Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Amendment to the Blue Cross Medical Services Agreement is entered into at Woodland Hills, Los Angeles County, California, as of November 1, 1999 between Blue Cross of California and its Affiliates (“BLUE CROSS”) and PROCARE IPA (“PARTICIPATING MEDICAL GROUP”).
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into as of October 1, 1998, by and between SIERRA MEDICAL MANAGEMENT, INC., a Delaware corporation (“Manager”), SIERRA PRIMARY CARE MEDICAL GROUPS, INC., a California professional corporation, and Antelope Valley Medical Associates, Inc. (“GROUPS”).
AMENDMENT TO COLLATERAL SUBSTITUTION AGREEMENTCollateral Substitution Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Amendment to Collateral Substitution Agreement (“Amendment”) is effective as of the 30th day of May, 2003 (the “Effective Date”) by and between PROSPECT MEDICAL GROUP, INC., a California professional corporation (“PMG”), PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“PMH”), and JACOB Y. TERNER, M.D.
ASSIGNMENT AND DELEGATION OF PROVIDER SERVICES AGREEMENT AND CONSENT TO ASSIGNMENTAssignment and Delegation of Provider Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Assignment and Delegation of Provider Services Agreement and Consent to Assignment (hereinafter “Assignment”) is entered into effective as of October 1, 2003 between Professional Care Medical Group, IPA (hereinafter “ASSIGNOR”), Prospect Medical Group (hereinafter “ASSIGNEE”), and Health Net, Inc. Affiliates (hereinafter “HNI”)
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Third Amendment to Amended and Restated Revolving Credit Agreement (“Amendment”) is entered into as of November 3, 2001, between Comerica Bank-California, successor-by-merger to Imperial Bank (the “Bank”), and Prospect Medical Holdings, Inc. (the “Borrower”).
STOCK PURCHASE AGREEMENT AMONG PROSPECT MEDICAL GROUP, INC., PROSPECT MEDICAL SYSTEMS, INC., STARCARE MEDICAL GROUP, INC. (dba Gateway Medical Group, Inc.), APAC MEDICAL GROUP, INC. (dba Gateway Physicians Medical Associates, Inc.), PINNACLE HEALTH...Stock Purchase Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Stock Purchase Agreement (the “Agreement”) is entered into this 31st day of January, 2004 (the “Closing Date”) by and among Prospect Medical Group, Inc., a California professional corporation (“Group”), Prospect Medical Systems, Inc., a Delaware corporation, and an affiliate of Group (“Systems”) (Group and Systems are collectively referred to herein as the “Prospect Parties”), StarCare Medical Group, Inc., dba Gateway Medical Group, Inc., a California professional corporation (“StarCare”), APAC Medical Group, Inc., dba Gateway Physicians Medical Associates, Inc., a California professional corporation (“APAC”), Pinnacle Health Resources, a California corporation (“Pinnacle”), and David Tsoong, M.D., the sole shareholder of StarCare, APAC and Pinnacle (“Shareholder”) (StarCare, APAC, Pinnacle and the Shareholder are collectively referred to herein as the “Gateway Parties”).
COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTSCollateral Assignment of Transaction Documents • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS COLLATERAL ASSIGNMENT OF TRANSACTION DOCUMENTS (this “Assignment”) has been executed and delivered as of October 1, 2003, by and between PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation (“Assignor”), and COMERICA BANK, a Michigan banking corporation (“Bank”), with reference to the following facts:
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS OF HEALTH SOURCE MEDICAL GROUP, INC., a California professional corporation Between PROSPECT MEDICAL GROUP, INC. a California professional corporation “Purchaser” and HEALTH SOURCE MEDICAL GROUP, INC., a...Purchase and Sale of Assets • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (“Asset Purchase Agreement”) is made and entered into as of the 7th day of November, 2000, by and between Prospect Medical Group, Inc., a California professional corporation (“Purchaser”), and Health Source Medical Group, Inc., a California professional corporation (“Seller”).
AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT SUCCESSION AGREEMENTCredit Succession Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
THIS AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT SUCCESSION AGREEMENT (this “Amendment”) has been executed and delivered as of April 6, 2000, by and between Jacob Y. Terner, M.D. (“Terner”), Prospect Medical Holdings, Inc., a Delaware corporation (“Holdings”), Prospect Medical Systems, Inc., a Delaware corporation (“Systems”), Sierra Medical Management, Inc., a Delaware corporation (“Sierra Management”), Prospect Medical Group, a California professional corporation (“Group”), Santa Ana/Tustin Physicians Group, Inc., a California professional corporation (“Santa Ana/Tustin”), Sierra Primary Care Medical Group, Inc., a California professional corporation (“Sierra Primary Care”), and Imperial Bank, a California banking corporation (“Bank”), with reference to the following facts:
AMENDMENT to the PARTICIPATING PHYSICIAN GROUP PROVIDER SERICES AGREEMENT between HEALTH NET, INC. AFFILIATES and Professional Care Medical Group, IPAGroup Provider Serices Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
The Participating Physician Group Provider Services Agreement (“Agreement”), dated March 1, 1999, between Professional Care Medical Group, IPA (“PPG”) and Health Net, Inc. Affiliates (“HNI”), as subsequently, amended is hereby amended effective April 14, 2003.
ASSET PURCHASE AGREEMENT AMONG STARCARE MEDICAL GROUP, INC., d/b/a GATEWAY MEDICAL GROUP, INC., PINNACLE HEALTH RESOURCES, PRIMARY AND MULTI-SPECIALTY MEDICAL CLINICS OF ANAHEIM, INC., AND CLYDE J. DOS SANTOS, M.D. NARINDAR SINGH, M.D. JOHN BIJOY,...Asset Purchase Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Asset Purchase Agreement (the “Agreement”) is dated as of March 31, 2004, by and among StarCare Medical Group, Inc. d/b/a Gateway Medical Group, Inc., a California professional corporation (“StarCare”), Pinnacle Health Resources, a California corporation (“Pinnacle”), Primary and Multi-Specialty Medical Clinics of Anaheim, Inc., a California professional corporation (“Buyer”), and Clyde J. Dos Santos, M.D., Narindar Singh, M.D., John Bijoy, M.D., Bertrand De Silva, M.D., Anooshiravan Hami, M.D., Harinder Gogia, M.D., and Harmohinder Gogia, M.D., as shareholders of Buyer (each, a “Shareholder”, collectively, the “Shareholders”) (Buyer and Shareholders are collectively referred to herein as the “Buyer Parties”).
COLLATERAL SUBSTITUTION AGREEMENTCollateral Substitution Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS COLLATERAL SUBSTITUTION AGREEMENT (the “Collateral Substitution Agreement”) is made and dated as of the 25th day of January, 2002, by and among PROSPECT MEDICAL GROUP, INC., a California professional corporation (“PMG”), PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“PMH”), and FOOTHILL CITY CENTER, LTD., A CALIFORNIA LIMITED PARTNERSHIP (“FCC”).
SPENCER TRASK VENTURES, INC.Agency Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
This will confirm our agreement, referred to in Section 3(g) of the Placement Agency Agreement (the “Agency Agreement”), dated November 1, 2003, between Spencer Trask Ventures Inc. (“Spencer Trask”) and Prospect Medical Holdings, Inc. (the “Company”) to act as a non-exclusive finder for the Company.
CONTINUING GUARANTYContinuing Guaranty • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Continuing Guaranty (“Guaranty”) is effective as of May 30, 2003 by JACOB Y. TERNER, M.D. (“Guarantor”), in favor of PROSPECT MEDICAL GROUP, INC., a California professional corporation (“PMG”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of the 1st day of August, 1999 (the “Effective Date”), by and between Prospect Medical Holdings, Inc., a Delaware corporation (“Employer”), and Jacob Y. Terner, M.D. (“Employee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered info as of July 1, 1999, by and between PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation (“Manager”), and AMVI/Prospect Medical Group, a California professional partnership (“Partnership”).
PROSPECT MEDICAL HOLDINGS, INC.Stockholders’ Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made by and among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”), each MANAGEMENT STOCKHOLDER (as defined below), each PRINCIPAL STOCKHOLDER (as defined below), each INVESTOR signatory hereto and SPENCER TRASK VENTURES, INC., a Delaware corporation (the “Placement Agent”). Each Management Stockholder, each Principal Stockholder and each Investor are sometimes referred to herein individually as a “Stockholder” and collectively, the “Stockholders.”
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Amendment (“Amendment”) to Management Services Agreement, effective as of November 1, 2002 (this “Amendment”) to that certain Management Services Agreement made and entered into as of January 1, 2001 (the “Agreement”) is entered into by and between Prospect Medical Systems, Inc. (“Manager”) and Prospect Health Source Medical Group, Inc. (“Group”) (collectively as the “Parties”).
AGREEMENT OF PURCHASE AND SALE OF ASSETS Among DAVID M. FRISCH, M.D., A MEDICAL CORPORATION, a California professional corporation “Purchaser” and PROSPECT MEDICAL GROUP, INC. a California professional corporation “Seller” and PROSPECT HEALTH SOURCE...Agreement of Purchase • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (“Asset Purchase Agreement”) is made and entered into as of the 1st day of May, 2001, by and among David M. Frisch, M.D., a Medical Corporation, a California professional corporation (“Purchaser”), Prospect Medical Group, Inc., a California professional corporation (“PMG”), Prospect Health Source Medical Group, Inc., a California professional corporation (“PHSMG”) and Prospect Medical Systems, Inc., a Delaware corporation (“PMS”) (PMG, PHSMG, and PMS are collectively referred to herein as “Seller”).
FOURTH AMENDMENT TO TERM LOAN NOTETerm Loan Note • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Fourth Amendment to Term Loan Note (“Amendment”) is entered into as of September 24, 2003, between Comerica Bank, successor-by-merger to Comerica Bank-California, successor-by-merger to Imperial Bank (the “Bank”), and Prospect Medical Holdings, Inc. (the “Borrower”).
FIRST AMENDMENT TO AMENDED AND RESTATED SECURED REVOLVING NOTESecured Revolving Note • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This First Amendment to Amended and Restated Secured Revolving Note (“Amendment”) is entered into as of October 25, 2000, between Imperial Bank (the “Bank”) and Prospect Medical Holdings, Inc. (the “Borrower”).
ASSIGNABLE OPTION AGREEMENTAssignable Option Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS ASSIGNABLE OPTION AGREEMENT (“Agreement”) is made as of the 13th day of January, 2000, by and among Prospect Medical Systems, Inc. (“Buyer”), a Delaware corporation, Prospect Medical Group, Inc., a California professional medical corporation (“Seller”), together with Jacob Y. Terner, M.D. (“Shareholder”), with reference to the following facts:
FIFTH AMENDMENT TO AMENDED AND RESTATED SECURED REVOLVING NOTESecured Revolving Note • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Fifth Amendment to Amended and Restated Secured Revolving Note (“Amendment”) is entered into as of September 24, 2003, between Comerica Bank, successor-by-merger to Comerica Bank-California, successor-by-merger to Imperial Bank (the “Bank”), and Prospect Medical Holdings, Inc. (the “Borrower”).
AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into as of October 1, 1998, by and between PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation (“Manager”), and PROSPECT MEDICAL GROUP, INC., a California professional corporation (“GROUP”).
AMENDMENT TO AGREEMENTAgreement of Merger • May 27th, 2004 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This Amendment (“Amendment”) to Agreement (the “Agreement”) is entered into this 30th day of January, 2004 by, between and among Prospect Medical Group, Inc., a California professional corporation (“Prospect”), Prospect NWOC Medical Group, Inc., a California professional corporation and wholly-owned subsidiary of Prospect (“Sub”), Prospect Medical Systems, Inc., a Delaware corporation and an affiliate of Prospect and Sub (“Systems”), Northwest Orange County Medical Group, Inc., a California professional corporation (“Northwest”), the shareholders of Northwest, acting through the Shareholder Representative (as defined in Section 8.1 of the Agreement), and Harriman Jones Medical Group, A Professional Corporation, a California professional corporation (“Harriman Jones”) (collectively, the “Parties”).
