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Exhibit 10.76
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made and entered
into this 26 th 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").
RECITALS
This Agreement is made with reference to the following facts and
circumstances:
A.
Seller is a physician licensed in the State of California and the
record owner of four thousand (4,000) shares (the "Shares") of
common stock of Company, representing one hundred percent (100%) of
the issued and outstanding shares of Company.
B.
Purchaser is a physician licensed in the State of California.
C.
PMS is the manager of Company pursuant to a long term management
agreement and was the holder of an option to buy the Shares of
Company.
D.
PMS assigned the option to Purchaser so that Purchaser, as a duly
licensed physician, could serve as the nominee shareholder of
Company.
E.
Purchaser exercised the option to purchase the Shares and desires
to effectuate the transfer of the Shares pursuant to this
Agreement.
F.
As a result of Purchaser’s purchase of the Shares, Purchaser
will hold all the issued and outstanding shares of Company.
G.
Seller desires to sell the Shares to Purchaser and Purchaser
desires to purchase the Shares from Seller, on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1.
PURCHASE AND SALE OF STOCK
1.1
The Shares . Pursuant to the terms and conditions set
forth herein, on the Closing Date, Seller shall sell, convey,
transfer, and deliver to Purchaser all right, title, and interest
in and to the Shares.
2.
PURCHASE PRICE
2.1
Consideration for the Shares . Subject to the terms
and conditions of this Agreement and in full consideration of the
sale and issuance of the Shares, Purchaser shall receive One
Thousand Dollars ($1,000.00) as payment (the "Purchase Price") on
the Closing
Date for the Shares. PMS shall advance the Purchase Price
to Purchaser, for Purchaser’s payment to Seller of such
Purchase Price.
3.
TRANSFER OF SHARES
3.1
Transfer . In order to effectuate the transfer of
record title to the Shares to Purchaser, on the Closing Date,
Seller shall issue to Purchaser all stock certificates representing
the Shares, with a stock power duly endorsed for transfer ("Stock
Power"), along with any other documents reasonably requested by
Purchaser to effectuate the purposes of this Agreement.
Notwithstanding the foregoing, Purchaser acknowledges that that the
stock certificate representing the Shares is currently in the
possession of the Company’s lender ("Lender") as evidence of
the pledge of the Shares as collateral for the Company’s loan
pursuant to the terms of that First Lien Pledge Agreement and the
Second Lien Pledge Agreement, copies of which have been previously
delivered to Purchaser (the "Pledge Agreements"). Purchaser
acknowledges that the Shares will continue to be collateral for the
Company’s loan (which is also the loan for the
Company’s affiliates) after the purchase hereunder. As
a result, on the Closing Date, Seller shall deliver the Stock Power
duly endorsed in blank and the Company and PMS, shall work with
Lender to obtain a return of the original stock certificate for the
Shares so that such stock certificate can be cancelled and a new
stock certificate issued in the name of Purchaser. The new
stock certificate representing the Shares will then be returned to
Lender, along with a Stock Power signed by Purchaser for the
benefit of Lender.
4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY
Company represents and warrants to Purchaser that:
4.1
Organization and Authority . Company is a California
professional corporation duly formed, legally existing and in good
standing under the laws of the State of California. Seller is
the sole shareholder of Company. Company has full power and
authority to enter into this Agreement, to carry out and perform
his obligations hereunder and to consummate the transactions
contemplated hereby.
4.2
Authorization and Enforceability . Company has duly
authorized, executed and delivered this Agreement. Assuming
the Purchaser, Seller and PMS duly authorize, execute and deliver
it, this Agreement is enforceable against Company.
4.3
Title . Seller is the record owner of and has good and
valid record title to and has the full right to sell, convey and
transfer the Shares under the terms of this Agreement. The
Shares are encumbered by (a) the Pledge Agreements, and
(b) a Fourth Amended and Restated Assignable Option Agreement
("Existing Assignable Option Agreement") between Company, PMS and
Seller which gives PMS the authority at any time during the term of
the Existing Assignable Option Agreement to designate the owner of
the Shares. A copy of the Existing Assignable Option
Agreement has been delivered to Purchaser.
4.4
No Violation of Other Agreements . Neither this
Agreement nor any of the transactions contemplated hereby conflicts
and will not conflict with or result in the breach of any of the
terms or provisions of, or constitute a default under, any
contractual obligation to which Company is a party or by which
Company, or the Shares, is bound, or any legal
2
requirement applicable to Company or the Shares. No
approval is required to be obtained by Company in connection with
the execution, delivery and performance of this Agreement or the
transactions contemplated hereby.
4.5
No Other Representations . No oral or written
representation inconsistent with this Agreement has been made to
Purchaser.
5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PMS
PMS represents and warrants to Purchaser, PMS and Company
that:
5.1
Organization and Authority . PMS is a Delaware
corporation duly formed, legally existing and in good standing
under the laws of the State of Delaware and qualified to do
business in the State of California. PMS has full power and
authority to enter into this Agreement, to carry out and perform
his obligations hereunder and to consummate the transactions
contemplated hereby.
5.2
Authorization and Enforceability . PMS has duly
authorized, executed and delivered this Agreement. Assuming
the Purchaser, Seller and Company duly authorize, execute and
deliver it, this Agreement is enforceable against PMS.
5.3
No Violation of Other Agreements . Neither this
Agreement nor any of the transactions contemplated hereby conflicts
and will not conflict with or result in the breach of any of the
terms or provisions of, or constitute a default under, any
contractual obligation to which PMS is a party or by which PMS, or
the Shares, is bound, or any legal requirement applicable to PMS or
the Shares. No approval is required to be obtained by PMS in
connection with the execution, delivery and performance of this
Agreement or the transactions contemplated hereby.
5.4
No Other Representations . No oral or written
representation inconsistent with this Agreement has been made to
Purchaser.
6.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
Seller represents and warrants to Purchaser, PMS and Company
that:
6.1
Title . Seller is the record owner of the
Shares. Seller has not (i) granted any option, warrant
or other right to any person to acquire any of the Shares or any
other security of, or equity interest in, Company, or (ii) any
contractual obligation that could have the same effect.
Seller hereby discloses to Purchaser that the Shares are encumbered
by (a) the Pledge Agreements, and (b) the Existing
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