Exhibit 10.78


 


STOCK
PURCHASE AGREEMENT


 


This Stock
Purchase Agreement (“Agreement”) is made and entered into this 26th
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 (“PMG”) 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
eight hundred thirty-nine and 02/100 (839.02) shares (the “Shares”) of common
stock of Company, representing approximately fifty five percent (55%) of the
issued and outstanding shares of Nuestra Familia Medical Group, Inc. (“Nuestra”)
and one hundred percent (100%) of the issued and outstanding shares of Nuestra
held by Seller on behalf of PMG.


 


B.                                     Purchaser
is a physician licensed in the State of California.


 


C.                                     PMG
was the holder of an option to buy the Shares.


 


D.                                    PMS
is the manager of PMG pursuant to a long term management agreement and is a
party to an agreement of accommodation reflecting that option to buy the Shares
then held by PMG, was held by PMG as an accommodation on behalf of PMS. .


 


D.                                    PMG
assigned the option to Purchaser, with the consent of PMS, so that Purchaser,
as a duly licensed physician, could serve as the nominee holder of record title
to PMG’s shares in Nuestra.


 


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 of PMG’s
shares in Nuestra which equals approximately 55% of Nuestra’s issued and
outstanding shares.


 


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.


 


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 Dollar ($1.00) as payment
(the “Purchase Price”) on the Closing Date for the Shares.  PMG 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 PMG’s lender (“Lender”) as
evidence of the pledge of the Shares as collateral for PMG’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 PMG’s loan (which is also
the loan for PMS, Nuestra and their affiliates) after the purchase hereunder.  As a result, on the Closing Date, Seller
shall deliver the Stock Power duly endorsed in blank and PMG 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 PMG


 


PMG represents
and warrants to Purchaser that:


 


4.1                                 Organization
and Authority.  PMG and Nuestra are
California professional corporations duly formed, legally existing and in good
standing under the laws of the State of California.  Seller is the holder of 839.02 shares of
Nuestra.  PMG 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.  PMG 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 PMG.


 


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, (b) a
Second Amended and Restated Option Agreement (“Existing Option Agreement”)
between PMG and Seller which gives PMG the authority at any time during the
term of the Existing Option Agreement to designate the owner of the Shares, and
(c) an Agreement of Accommodation and Future Assignment of Rights 


 


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under the
Option Agreement (“Agreement of Accommodation”).  A copy of the Existing Option Agreement and
the Agreement of Accommodation have 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 PMG is a party or by which PMG, or the Shares, is bound, or
any legal requirement applicable to PMG or the Shares.  No approval is required to be obtained by PMG
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 PMG 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 PMG 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 PMG 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, Nuestra, 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, (b) the
Existing  Option Agreement, and the
Agreement of Accommodation which 


 


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gives PMG,
with the consent of PMS, the authority at any time during the term of the
Existing 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 PMG and/or Nuestra in their 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 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 PMG’s counsel for legal advice.


 


7.                                      REPRESENTATIONS,
WARRANTIES AND COVENANTS OF PURCHASER


 


Purchaser
hereby represents and warrants to Seller, PMG 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 Nuestra to the extent held by PMG with
respect to the Shares, the Existing Option Agreement, the Agreement of
Accommodation, 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 PMG’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 PMG and PMS. 
Notwithstanding the foregoing, Purchaser and Seller 


 


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acknowledge
that PMG, PMS and Nuestra 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.


 


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 November         ,
2008, or on such other date mutually agreed to by the parties.


 


9.2                                 Conditions
to Closing.


 


(a)                                  Purchaser
shall have executed (i) the Option Agreement between PMG 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.


 


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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 (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:

  	
   

  	
  Osmundo R.
  Saguil, M.D.

  
	
   

  	
   

  	
  c/o Prospect
  Medical Group, Inc.

  
	
   

  	
   

  	
  1920 E. 17th
  Street, Suite 200

  
	
   

  	
   

  	
  Santa Ana,
  CA 92705

  
	
   

  	
   

  	
   

  
	
  If to Purchaser:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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.  


 


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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.


 


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”:

  
	
   

  	
   

  	
   

  
	
  ARTHUR
  LIPPER, M.D.

  	
   

  	
  OSMUNDO R.
  SAGUIL, M.D.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arthur Lipper, M.D.

  	
   

  	
  By:

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

  
	
   

  	
  Arthur
  Lipper, M.D.

  	
   

  	
   

  	
  Osmundo R.
  Saguil, M.D.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “PMG”:

  	
   

  	
  “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 Vice
  President

  	
   

  	
   

  	
  Chairman of
  the Board

  
							



 


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Exhibit D


 


SPOUSAL
JOINDER AND CONSENT


 


I am the
spouse of Arthur Lipper, 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 Osmundo R. Saguil, M.D., as seller,
Prospect Medical Group, Inc.  (“PMG”)
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
23rd day of November, 2008.


 


 


	
  Signature:

  	
  /s/ Allyson Lipper

  	
   

  
	
   

  
	
  Printed or
  Typed Name:

  	
  Allyson Lipper