SECOND AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENTAssignable Option Agreement • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS SECOND AMENDED AND RESTATED ASSIGNABLE OPTION AGREEMENT (this “Agreement”) is effective as of the 1st of June, 2007, by and among Prospect Medical Systems, Inc., a Delaware corporation (“PMS”), Prospect Medical Group, Inc., a California professional corporation (“PMG”), and Jacob Y. Terner, M.D. (“Shareholder”), with reference to the following facts:
PLEDGE AGREEMENTPledge Agreement • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
CREDIT AGREEMENT Dated as of June 1, 2007 among PROSPECT MEDICAL HOLDINGS, INC. and PROSPECT MEDICAL GROUP, INC. as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, BANC OF AMERICA CAPITAL SOLUTIONS LLC, as a Lender, and...Credit Agreement • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 1, 2007, among PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), PROSPECT MEDICAL GROUP, INC., California professional corporation (“Group” and, together with Holdings, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
AGREEMENT AND PLAN OF REORGANIZATION AMONG PROSPECT MEDICAL GROUP, INC., PROSPECT POMONA MEDICAL GROUP, INC., PROSPECT MEDICAL HOLDINGS, INC., POMONA VALLEY MEDICAL GROUP, INC. (dba ProMed Health Medical Group Network of Pomona Valley Inc.), THE...Agreement and Plan of Reorganization • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Agreement and Plan of Reorganization (the “Agreement”) is dated as of May 21, 2007 by and among Prospect Medical Group, Inc., a California professional corporation (“Group”), Prospect Pomona Medical Group, Inc., a California professional corporation and wholly-owned subsidiary of Group (“Group Subsidiary”), Prospect Medical Holdings, Inc., a Delaware corporation and an affiliate of Group and Group Subsidiary (“Holdings”), Pomona Valley Medical Group, Inc., dba ProMed Health Medical Group Network of Pomona Valley Inc., a California professional corporation (“ProMed Pomona”), certain executive officers of ProMed Pomona defined herein as the “ProMed Executive Officers”, and the shareholders of ProMed Pomona defined herein as the “Principal ProMed Shareholders” who are listed, and are signatories, on the signature pages to this Agreement or who otherwise became a party to the Agreement by joinder. The Principal ProMed Shareholders together with ProMed Pomona are collectively referred
SECURITY AGREEMENTSecurity Agreement • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
AGREEMENT AND PLAN OF REORGANIZATION by and among PROSPECT MEDICAL HOLDINGS, INC. PROSPECT HOSPITALS SYSTEM, LLC ALTA HEALTHCARE SYSTEM, INC. and THE SHAREHOLDERS OF ALTA HEALTHCARE SYSTEM, INC. Dated as of July 25, 2007Merger Agreement • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 25, 2007, by and among Prospect Medical Holdings, Inc., a Delaware corporation (“Holdings”), Prospect Hospitals System, LLC, a California limited liability company and wholly-owned subsidiary of Holdings (“Sub”), Alta HealthCare System, Inc., a California corporation (“Company”) and the shareholders of the Company (individually, a “Shareholder” and collectively, the “Shareholders”). The Shareholders are listed on Exhibit A to this Agreement.
AGREEMENT AND PLAN OF REORGANIZATION AMONG PROSPECT MEDICAL HOLDINGS, INC., PROSPECT HEALTH ADMINISTRATORS, INC., PROMED HEALTH SERVICES COMPANY, PROMED HEALTH CARE ADMINISTRATORS, THE PROMED EXECUTIVE OFFICERS, AND THE PRINCIPAL PROMED SHAREHOLDERS...Agreement and Plan of Reorganization • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Agreement and Plan of Reorganization (the “Agreement”) is dated as of May 21, 2007 by and among Prospect Medical Holdings, Inc., a Delaware corporation (“Holdings”), Prospect Health Administrators, Inc., a California corporation and wholly-owned subsidiary of Holdings (“Holdings Subsidiary”), ProMed Health Services Company, a California corporation (“ProMed Company”), ProMed Health Care Administrators, a California corporation (“ProMed Subsidiary”), certain executive officers of ProMed Company defined herein as the “ProMed Executive Officers”, and the shareholders of ProMed Company defined herein as the “Principal ProMed Shareholders” who are listed, and are signatories, on the signature pages to this Agreement or who otherwise became a party to the Agreement by joinder. The Principal ProMed Shareholders together with ProMed Company and ProMed Subsidiary are collectively referred to herein as the “ProMed Parties”.
CONTINUING AND UNCONDITIONAL GUARANTYContinuing and Unconditional Guaranty • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
STOCK PURCHASE AGREEMENT AMONG PROSPECT MEDICAL GROUP, INC., PROSPECT MEDICAL HOLDINGS, INC., UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL CORPORATION (dba Upland Medical Group A Professional Corporation), AND JEEREDDI PRASAD, M.D. Dated as of: May...Stock Purchase Agreement • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
This Stock Purchase Agreement (the “Agreement”) is dated as of May 21, 2007 by and among Prospect Medical Group, Inc., a California professional corporation (“Group”), Prospect Medical Holdings, Inc., a Delaware corporation and an affiliate of Group (“Holdings”), Upland Medical Group, A Professional Medical Corporation, dba Upland Medical Group A Professional Corporation, a California professional corporation (“ProMed Upland”), and Jeereddi Prasad, M.D., the sole shareholder of ProMed Upland (the “ProMed Upland Shareholder”). The ProMed Upland Shareholder together with ProMed Upland are collectively referred to herein as the “ProMed Parties”.
COLLATERAL ASSIGNMENT OF PROMED ACQUISITION DOCUMENTSCollateral Assignment of Acquisition Documents • August 20th, 2007 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • California
THIS COLLATERAL ASSIGNMENT OF PROMED ACQUISITION DOCUMENTS (this “Assignment”) has been executed and delivered as of June 1, 2007, by and between [PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), and PROSPECT MEDICAL GROUP, INC., a California professional corporation] (with Holdings, collectively, “Assignor”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent (“Administrative Agent”), with reference to the following facts:
