Exhibit 4.2


 


[GRAPHIC]


 


	
  PREFERRED SHARES

  	
   

  	
  PREFERRED SHARES

  
	
   

  	
   

  	
   

  
	
  NUMBER

  	
   

  	
  SHARES

  
	
  PMH

  	
   

  	
   

  



 


PROSPECT MEDICAL
HOLDINGS, INC.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


	
   

  	
   

  	
  See reverse for

  certain definitions

  
	
  THIS CERTIFIES
  THAT

  	
   

  	
  CUSIP 743494 20 5

  



 


is
the owner of


 


FULLY PAID AND NON-ASSESSABLE
SHARES OF THE PAR VALUE $0.01 PER SHARE SERIES A CONVERTIBLE                PREFERRED STOCK OF


 


PROSPECT MEDICAL
HOLDINGS, INC.


 


transferable on the books of the Corporation
by the holder hereof in person or by Attorney upon surrender of this
Certificate properly endorsed.  This
certificate is not valid unless countersigned by the Transfer Agent-Registrar.


 


IN WITNESS WHEREOF, the said Corporation has
caused this Certificate to be signed by its duly authorized officers.


 


Dated:


 


	
   

  	
  /s/ R.
  Stewart Kahn

  	
   

  	
  /s/ Jacob Y.
  Terner

  	
   

  
	
   

  	
  SECRETARY

  	
   

  	
  CHAIRMAN AND
  CHIEF EXECUTIVE OFFICER

  	
   

  



 


COUNTERSIGNED AND REGISTERED:


AMERICAN
STOCK TRANSFER AND TRUST COMPANY


NEW
YORK, NY


TRANSFER AGENT AND REGISTRAR


 


BY


 


AUTHORIZED SIGNATURE


 


Merrill Corporation


 

















 


The Company
will furnish without charge to each stockholder who so requests, the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Company, and the
qualifications, limitations or restrictions of such preferences or rights. Such
request may be made to the Company at its headquarters located at 6083 Bristol
Parkway, Suite 100, Culver City, CA 90230.


 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM

  	
  —

  	
  as tenants
  in common

  	
   

  	
  UNIF GIFT MIN ACT—

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT

  	
  —

  	
  as tenants
  by the entireties

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  —

  	
  as joint
  tenants with right of

  	
   

  	
   

  	
  under
  Uniform Transfers to Minors

  
	
   

  	
   

  	
  survivorship
  and not as tenants

  	
   

  	
   

  	
  Act

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in common

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
  UNIF TRF MIN ACT—

  	
   

  	
  Custodian
  (until age       )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
           under
  Uniform Transfers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  to Minors
  Act 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
											



 


Additional abbreviations may also be used though not in the above list.


 


For value received
                       
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY
OR OTHER


       IDENTIFYING
NUMBER OF ASSIGNEE


 


 




	
   

  






PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


 


 


Shares of the capital stock represented by
the within Certificate, and do hereby irrevocably constitute and
appoint                                                                 Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.


 


	
  Dated

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NOTICE: 

  	
  THE
  SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN  UPON THE FACE OF THE CERTIFICATE IN
  EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  



 


 


SIGNATURE(S) GUARANTEED