0001047469-08-013426 Sample Contracts

FOURTH AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENT
Assignable 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:

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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Prospect Medical Holdings, Inc. Non-Qualified Stock Option Agreement
Non-Qualified 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

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Prospect Medical Holdings, Inc. Stock Option Agreement
Stock 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”).

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SECOND AMENDED AND RESTATED FIRST LIEN PLEDGE AGREEMENT
First 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.

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AMENDED AND RESTATED SECOND LIEN PLEDGE AGREEMENT
Second 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.

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Prospect Medical Holdings, Inc. Incentive Stock Option Agreement
Incentive 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

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Restricted Stock Award Agreement General Terms and Conditions
Restricted 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

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STOCK PURCHASE AGREEMENT
Stock 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”).

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SECOND AMENDED AND RESTATED OPTION AGREEMENT
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:

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STOCK PURCHASE AGREEMENT
Stock 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”).

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Restricted Stock Award Agreement General Terms and Conditions
Restricted 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

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