FUND GUARANTEEFund Guarantee • September 30th, 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.
September 15, 2010Merger Treatment of Company Stock Options • September 30th, 2010 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This letter agreement is delivered in connection with the proposed merger pursuant to the Agreement and Plan of Merger, dated as of August 16, 2010, among Prospect Medical, Ivy Holdings, Inc. and Ivy Merger Sub Corp. (the “Merger Agreement”).
September 15, 2010Merger Treatment of Company Stock Options • September 30th, 2010 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine
This letter agreement is delivered in connection with the proposed merger pursuant to the Agreement and Plan of Merger, dated as of August 16, 2010, among Prospect Medical, Ivy Holdings, Inc. and Ivy Merger Sub Corp. (the “Merger Agreement”).
August 16, 2010Merger Agreement • September 30th, 2010 • Prospect Medical Holdings Inc • Services-offices & clinics of doctors of medicine • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), by and among Prospect Medical Holdings, Inc., a Delaware corporation (the “Company”), Ivy Holdings Inc., a Delaware corporation (“Parent”), and Ivy Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the Surviving Corporation (the “Merger”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
