] Shares IPC The Hospitalist Company, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • New York
IPC The Hospitalist Company AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated effective as of January 11, 2008 (the “Effective Date”), by and between IPC The Hospitalist Company, a Delaware corporation (the “Company”), and RICHARD RUSSELL (“Employee”) amends, restates and supersedes that certain Employment Agreement, dated as of February 19, 2003, between In-Patient Consultants Management, Inc, which is the former name of the Company, and the Employee (the “Prior Agreement”).
WARRANT AGREEMENT To Purchase Shares of the Series B Preferred Stock of IN- PATIENT CONSULTANTS MANAGEMENT, INC., Dated as of January 15, 2000 (the “Effective Date”)Warrant Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Illinois
WHEREAS, In-Patient Consultants Management, Inc., a Delaware corporation (the “Company”) and its subsidiaries have entered into a Master Lease Agreement dated as of January 15, 2000, Equipment Schedule No. VL-1 and VL-2 dated as of January 15,2000, and related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc., a Delaware corporation (the “Warrantholder”); and
ContractWarrant Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , , by and between IPC The Hospitalist Company, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SUCCESSION AGREEMENTSuccession Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec
This Succession Agreement (the “Agreement”) is made and entered into this day of , 200 , by and among (the “Corporation”) and ( the “Founding Doctor”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7,2002, is made by and among Bank of America Ventures, a California corporation (“BAV”), BA Venture Partners V, a Delaware I general partnership (“BAVP” and together with BAV, “BA”), CB Healthcare Fund, L.P., a Delaware limited partnership (“CB”), Morgenthaler Venture Partners IV, L.P., a Delaware limited partnership (“MVPIV”), Morgenthaler Partners VII, L.P., a Delaware limited partnership (“MVPVI”, and together with MVPIV, “MVP”), Bessemer Venture Partners IV L.P., a Delaware limited partnership (“BVP”), Bessemer Venture Investors L.P., a Delaware limited partnership (“BVI”) and Bessec Ventures IV L.P., a Delaware limited partnership (“BV” and together with BVI and BVP, “Bessemer”), Crucible Partners L.P. I, a Delaware limited partnership (“Crucible”), U.S. Bancorp Piper Jaffray Inc., a Delaware corporation (“Piper”), NSE Investments, LLC, a California limited liability company (“NS
ContractWarrant Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • January 14th, 2008 • IPC the Hospitalist Company, Inc. • Services-misc health & allied services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
