Exhibit 10.75


 


STOCK PURCHASE AGREEMENT


 


This Stock
Purchase Agreement (“Agreement”) is made and entered into this 8th
day of August, 2008 by and among Osmundo R. Saguil, M.D. (“Purchaser”), as
buyer, Jacob Y. Terner, 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
Third 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 


 


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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 Assignable Option Agreement which gives PMS the authority at any time
during the term of the Existing Assignable Option Agreement to designate the
owner of the Shares.  Other than the
encumbrances described above or any encumbrances that could be deemed to exist
as a result of the operation of the Company in its ordinary course, Seller has
not encumbered or placed any liens on the Shares.


 


6.2                                 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 


 


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any of the
terms or provisions of, or constitute a default under, any contractual
obligation to which Seller is a party or by which Seller, or the Shares, is
bound, or any legal requirement applicable to Seller or the Shares.  No approval is required to be obtained by
Seller in connection with the execution, delivery and performance of this
Agreement or the transactions contemplated hereby.


 


6.3                                 No
Other Representations.  No oral or
written representation inconsistent with this Agreement has been made to
Purchaser.


 


6.4                                 Access
to Independent Counsel.  Seller has
had ample opportunity to consult independent legal counsel with respect to this
Agreement and has not relied upon Company’s counsel for legal advice.


 


7.                                      REPRESENTATIONS,
WARRANTIES AND COVENANTS OF PURCHASER


 


Purchaser
hereby represents and warrants to Seller, Company and PMS that:


 


7.1                                 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 Purchaser is a party or by which Purchaser is bound, or any
legal requirement applicable to Purchaser. 
No approval is required to be obtained by Purchaser in connection with
the execution, delivery and performance of this Agreement or the transactions
contemplated hereby.


 


7.2                                 Access
to Properties, Books and Records. 
Purchaser acknowledges that he has been afforded reasonable access to
all properties, books and records of Company with respect to the Shares, the
Existing Assignable Option Agreement, and the Pledge Agreements.


 


7.3                                 Access
to Independent Counsel.  Purchaser
has had ample opportunity to consult independent legal counsel with respect to
this Agreement and has not relied upon Company’s counsel for legal advice.


 


8.                                      COVENANTS
AND AGREEMENTS OF THE PARTIES


 


8.1                                 Publicity.  Neither Purchaser nor Seller shall, at any
time on or after the date hereof, issue any publicity or written or oral
statement, or otherwise disclose the existence of this Agreement or any of the
terms or conditions hereof, or disclose the contemplation, implementation or
consummation of any of the transactions intended hereby, without the prior
written consent of the Company and PMS. 
Notwithstanding the foregoing, Purchaser and Seller acknowledge that the
Company and PMS are part of the Prospect family of companies and that Prospect
Medical Holdings, Inc., a Delaware corporation, is a public company
required to file annual and periodic disclosure filings with the Securities and
Exchange Commission.  Purchaser and
Seller acknowledge that this Agreement, and any agreement referenced herein or
contemplated hereby, may be filed as an exhibit to such securities’ filings.


 


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9.                                      CLOSING
DATE; CLOSING CONDITIONS; EFFECTUATION OF CLOSING


 


9.1                                 Closing
Date.  The transactions contemplated
by this Agreement shall be consummated at the “Closing”, at such location
mutually agreed to by the parties.  The
Closing Date shall be August 8, 2008, or on such other date mutually
agreed to by the parties.


 


9.2                                 Conditions
to Closing.


 


(a)                                  Purchaser
shall have executed (i) the Assignable Option Agreement between PMS,
Company and Purchaser, in the form attached hereto as Exhibit A., (ii) pledge
agreements prepared by Lender in the form attached hereto as Exhibit B
and Exhibit C.


 


(b)                                 Seller
shall have received evidence reasonably satisfactory to Seller that the Pledge
Agreements, and any uniform commercial code filings which were filed to perfect
Lender’s security interest in the Shares naming Seller, have or will be
terminated by Lender promptly upon the closing of the transactions under this
Agreement.


 


9.3                                 Effectuation
of Closing.  At Closing, assuming the
satisfaction of the terms and conditions of sale set forth in this Agreement,
Seller shall deliver to Purchaser the Stock Power and Seller shall receive the
Purchase Price.


 


10.                               MISCELLANEOUS


 


10.1                           Entire
Agreement.  This Agreement, together
with all documents referred to herein, constitutes the entire agreement between
the parties with respect to the subject matter hereof, supersedes all other and
prior agreements on the same subject, whether written or oral, and contains all
of the covenants and agreements between the parties with respect to the subject
matter hereof.  Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by the other party, or by
anyone acting on behalf of any party, that are not embodied herein, and that no
other agreement, statement, or promise not contained in this Agreement shall be
valid or binding.


 


10.2                           Successors
and Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of the parties and their respective
heirs, legal representatives, and permitted successors and assigns.  No party may assign this Agreement or the
rights, interests or obligations hereunder. 
Any assignment or delegation in contravention of this Section shall
be null and void.


 


10.3                           Counterparts.  This Agreement, and any amendments thereto,
may be executed in counterparts, each of which shall constitute an original
document, but which together shall constitute one and the same instrument.


 


10.4                           Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


10.5                           Notices.  Any notices required or permitted to be given
hereunder by any party to the other shall be in writing and shall be deemed
delivered upon personal delivery; twenty-four


 


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(24) hours
following deposit with a courier for overnight delivery; or seventy-two (72)
hours following deposit in the U.S. 
Mail, registered or certified mail, postage prepaid, return-receipt
requested, addressed to the parties at the following addresses or to such other
addresses as the parties may specify in writing:


 


If to Seller:                                                                                       Jacob
Y.  Terner, M.D.

c/o Prospect Medical Group, Inc.

1920 E.  17th Street, Suite 200

Santa Ana, CA 92705


 


If to Purchaser:                                                               Osmundo
R.  Saguil, M.D.

c/o Prospect Medical Group, Inc.

1920 E.  17th Street, Suite 200

Santa Ana, CA 92705


 


10.6                           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
California.


 


10.7                           Amendment.  This Agreement may be amended at any time by
agreement of the parties, provided that any amendment shall be in writing and
executed by all parties.


 


10.8                           Severability.  If any provision of this Agreement is held by
a court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions will nevertheless continue in full force and effect, unless such
invalidity or unenforceability would defeat an essential business purpose of
this Agreement.


 


10.9                           Survival
of Representations and Warranties. 
Except as expressly stated to the contrary herein, the representations
and warranties of Purchaser and Seller contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof shall
survive the Closing Date for a period of one (1) year.


 


10.10                     Time
of Essence.  Time is expressly made
of the essence of this Agreement and each and every provision hereof of which
time of performance is a factor.


 


10.11                     Dispute
Resolution.  If the parties to this
Agreement cannot settle grievances or disputes between them in an informal and
expeditious fashion, the dispute shall be submitted, upon the motion of either
party, to arbitration in Los Angeles County, California, in accordance with the
commercial rules of the American Arbitration Association and applying the
laws of the State of California.  Except
as may be expressly provided to the contrary in this Agreement, the arbitration
procedure described in this Section shall be the sole means of resolving
any disputes hereunder.  The parties
agree that the decision of the arbitrator shall be final and binding as to each
of them, and judgment thereon may be entered in any court having jurisdiction
thereof.  During the pendency of any such
arbitration and until final judgment thereon has been entered, this Agreement
shall remain in full force and effect unless otherwise terminated as provided
hereunder.  The provisions of this Section 10.11
shall survive the expiration or sooner termination of this Agreement regardless
of the cause of such termination.


 


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10.12                     Venue.  In the event of any litigation under this
Agreement, the parties agree that the venue for such litigation shall be Los
Angeles County, California.


 


10.13                     Attorneys’
Fees.  Should either party hereto
institute any action or procedure to enforce this Agreement or any provision
hereof, or for damages by reason of any alleged breach of this Agreement or of
any provision hereof, or for a declaration of rights hereunder (including
without limitation arbitration), the prevailing party in any such action or proceeding
shall be entitled to receive from the other party all costs and expenses,
including without limitation reasonable attorneys’ fees, incurred by the
prevailing party in connection with such action or proceeding.


 


10.14                     Further
Assurances.  The parties shall take
such actions and execute and deliver such further documentation as may
reasonably be required in order to give effect to the transactions contemplated
by this Agreement and the intentions of the parties hereto.


 


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IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the date first
written above.


 


	
  “Purchaser”:

  	
   

  	
  “Seller”:

  
	
   

  	
   

  	
   

  
	
  OSMUNDO R.
  SAGUIL, M.D.

  	
   

  	
  JACOB Y.
  TERNER, M.D.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Osmundo R. Saguil, M.D.

  	
   

  	
  By:

  	
  /s/ Jacob Y. Terner, M.D.

  	 

	
   

  	
  Osmundo R.
  Saguil, M.D.

  	
   

  	
   

  	
  Jacob Y.
  Terner, M.D.

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “Company”:

  	
   

  	
  “PMS”:

  
	
   

  	
   

  	
   

  
	
  PROSPECT
  MEDICAL GROUP, INC.

  	
   

  	
  PROSPECT
  MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Samuel S. Lee

  	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
  Samuel S.
  Lee

  	
   

  	
   

  	
  Samuel S.
  Lee

  
	
   

  	
  Senior VP

  	
   

  	
   

  	
  Chairman of
  the Board

  



 


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Exhibit D


 


SPOUSAL JOINDER AND CONSENT


 


I am the
spouse of Osmundo R.  Saguil, M.D.  (“Purchaser”).  To the extent that I have any interest in any
of the Shares (as that term is defined in the Stock Purchase Agreement (“Agreement”)
entered into as of this date, by and among Jacob Y.  Terner, M.D., as seller, Prospect Medical
Group, Inc.  (“Company”) and
Prospect Medical Systems, Inc.  (“PMS”),
I hereby join in the Agreement and agree to be bound by its terms and
conditions to the same extent as my spouse. 
I have read the Agreement, understand its terms and conditions, and to
the extent that I have felt it necessary, I have retained independent legal
counsel to advise me concerning the legal effect of this Agreement and this
Spousal Joinder and Consent.


 


I understand
and acknowledge that Purchaser is relying on the validity and accuracy of this
Spousal Joinder and Consent in entering into this Agreement.


 


Executed this               
day of August, 2008.


 


 


	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed or
  Typed Name: