JUDGMENT. JUDGMENT MAY BE ENTERED UPON SUCH A
DECISION IN ACCORDANCE WITH APPLICABLE LAW IN ANY COURT HAVING JURISDICTION
THEREOF.
(E)
NOTWITHSTANDING THE FOREGOING, BECAUSE TIME IS OF THE ESSENCE OF
THIS AGREEMENT, THE PARTIES SPECIFICALLY RESERVE THE RIGHT TO SEEK A JUDICIAL
TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION, OR OTHER SIMILAR SHORT TERM
EQUITABLE RELIEF, AND GRANT THE ARBITRATOR THE RIGHT TO MAKE A FINAL
DETERMINATION OF THE PARTIES' RIGHTS, INCLUDING WHETHER TO MAKE PERMANENT OR
DISSOLVE SUCH COURT ORDER.
(F)
NOTWITHSTANDING THE FOREGOING, ANY AND ALL ARBITRATION
PROCEEDINGS ARE CONDITIONAL UPON SUCH PROCEEDINGS BEING COVERED WITHIN THE
PARTIES' RESPECTIVE RISK INSURANCE POLICIES.
9.15
ATTORNEYS' FEES.
SHOULD ANY OF THE PARTIES HERETO INSTITUTE ANY
ACTION OR PROCEDURE TO ENFORCE THIS AGREEMENT OR ANY PROVISION HEREOF (INCLUDING
WITHOUT LIMITATION, ARBITRATION), 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, BY MEANS OF ARBITRATION), THE
PREVAILING PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE ENTITLED TO RECEIVE
9
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.
9.16
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.
9.17
RIGHTS CUMULATIVE.
THE VARIOUS RIGHTS AND REMEDIES HEREIN GRANTED
TO THE RESPECTIVE PARTIES HERETO SHALL BE CUMULATIVE AND IN ADDITION TO ANY
OTHER RIGHTS ANY SUCH PARTY MAY BE ENTITLED TO UNDER LAW.
THE EXERCISE OF ONE
OR MORE RIGHTS OR REMEDIES BY A PARTY SHALL NOT IMPAIR THE RIGHT OF SUCH PARTY
TO EXERCISE ANY OTHER RIGHT OR REMEDY, AT LAW OR EQUITY.
9.18
SPOUSAL CONSENT.
SHAREHOLDER SHALL CAUSE HIS SPOUSE TO EXECUTE A
SPOUSAL JOINDER AND CONSENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED
HERETO, SIGNIFYING SUCH SPOUSE'S CONSENT TO THIS AGREEMENT AND SUCH SPOUSE'S
AGREEMENT THAT ANY RIGHTS THAT SUCH SPOUSE MAY HAVE, AS A RESULT OF A COMMUNITY
PROPERTY OR OTHER INTEREST IN THE STOCK, SHALL BE SUBJECT TO THE PROVISIONS OF
THIS AGREEMENT.
IT IS INTENDED BY THIS AGREEMENT THAT SHAREHOLDER SHALL SUBJECT
HIS ENTIRE INTEREST IN THE STOCK TO THE TERMS OF THIS AGREEMENT, IRRESPECTIVE OF
ANY COMMUNITY PROPERTY OR OTHER INTEREST OF HIS SPOUSE.
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IN WITNESS WHEREOF, PMS, PMG and Shareholder execute this Agreement by their
duly authorized representatives as set forth below.
"PMS"
"PMG"
PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation
By:
Name:
R. Stewart Kahn
Title:
Executive Vice President
PROSPECT MEDICAL GROUP, INC., a California professional corporation
By:
Name:
Jacob Y. Terner, M.D.
Title:
Chief Executive Officer
"SHAREHOLDER"
JACOB Y. TERNER
Jacob Y. Terner, individually
[Signature Page to the Amended and Restated
Assignable Option Agreement]
SPOUSAL JOINDER AND CONSENT
I am the spouse of Jacob Y.