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EXHIBIT 10.1
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This Amendment No.
2 to Securities Purchase Agreement (this "SPA
AMENDMENT") is dated effective as of March 6, 2009, among
Integrated Healthcare
Holdings, Inc., a Nevada corporation (the "COMPANY"), Kali P.
Chaudhuri, M.D.,
an individual ("INVESTOR"), and William E. Thomas, an individual
("THOMAS").
Capitalized terms used herein and not otherwise defined herein have
the meanings
set forth in the SPA (as defined below).
R E C I T A L S
WHEREAS, the
parties entered into a Securities Purchase Agreement on
July 18, 2008 and then entered into Amendment No. 1 to Securities
Purchase
Agreement on January 30, 2009 (the Securities Purchase Agreement,
as amended by
Amendment No. 1 to Securities Purchase Agreement, the "SPA").
WHEREAS, Section
4.9 of the SPA describes certain pre-emptive rights
granted by the Company to Investor and Thomas, which pre-emptive
rights were
clarified in Amendment No. 1 to Securities Purchase Agreement and
remain in full
force and effect.
WHEREAS, the
parties desire to revise Section 4.9 to further clarify
their intentions with respect to those pre-emptive rights.
A
G R E E M E N T
NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in
this SPA Amendment and the SPA, and for other good and valuable
consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties agree as
follows:
1. The defined
term "Agreement" is hereby amended and restated in its
entirety as follows:
"AGREEMENT" means the SPA, as amended by the SPA
Amendment and Amendment No. 2 to Securities Agreement among
the parties hereto, and as further amended from time to time
in accordance with Section 6.4.
2. Section 4.9 is
hereby amended and restated in its entirety as
follows:
4.9
PRE-EMPTIVE RIGHTS. Effective July 18, 2008, the
Company hereby grants to Investor and Thomas pre-emptive
rights with respect to issuances, on or after July 18, 2008,
by the Company of its equity securities or securities or
rights convertible into or exercisable for equity securities
(other than issuances of Additional Shares, SPR Shares, or
shares of Common Stock issued on July 18, 2008 upon exercise
of the Exercised Warrants), where issuance of those securities
or rights would result in (a) dilution of Investor's or
Thomas's beneficial
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ownership (as calculated by Investor or Thomas for purposes of
Section 13(d) of the Exchange Act) of the Common Stock of the
Company on a fully-diluted basis taking into account all
Common Stock Equivalents (each a "POST-TRANSACTION
PERCENTAGE") to less than his respective beneficial ownership
of the Common Stock of the Company on a fully-diluted basis
taking into account all Common Stock Equivalents immediately
prior to the
consummation of the proposed issuance (each a
"PRE-TRANSACTION PERCENTAGE") and/or (b) dilution of
Investor's or Thomas's ownership of outstanding voting shares
of the Company to less than the greater of (i) 51.0% and 5.0%,
respectively, of the outstanding voting shares of the Company
and (ii) his respective percentage ownership of the
&
