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EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
This Stock
Purchase Agreement (this "AGREEMENT") is made and entered
into effective as of April 2, 2009 (the "EFFECTIVE DATE") by and
between
Integrated Healthcare Holdings, Inc., a Nevada corporation (the
"COMPANY"), and
Dr. Anil V. Shah (the "INVESTOR").
WHEREAS, each of
the parties hereto are also party to that certain
Settlement Agreement, General Release and Covenant Not to Sue of
even date
herewith (the "SETTLEMENT AGREEMENT") by and among the Company, Dr.
Anil V.
Shah, Orange County Physicians Investment Network, LLC ("OC-PIN"),
Bruce Mogel,
Pacific Coast Holdings Investment, LLC, West Coast Holdings, LLC,
Dr. Kali P.
Chaudhuri, Ganesha Realty, LLC, William E. Thomas, and Medical
Capital
Corporation, on behalf of itself and three of its wholly owned
subsidiaries,
Medical Provider Financial Corporation I, Medical Provider
Financial Corporation
II and Medical Provider Financial Corporation III.
WHEREAS, in
connection with the execution of the Settlement Agreement,
the parties desire to enter into this Agreement as set forth
herein.
NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the
receipt and
adequacy of which are hereby acknowledged, the Company and Investor
agree as
follows:
ARTICLE I.
DEFINITIONS
1.1 DEFINITIONS.
In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms
shall have
the meanings indicated in this Section 1.1:
"AFFILIATE" means any Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or
is under
common control with a Person, as such terms are used in and
construed under Rule
144.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the common stock of the Company, par
value $0.001 per share.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"LIEN" means any lien, charge, encumbrance, security interest,
right of first refusal or other restrictions of any kind.
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"MATERIAL ADVERSE EFFECT" means any of (i) a material and
adverse effect on the legality, validity or enforceability of this
Agreement,
(ii) a material and adverse effect on the results of operations,
assets,
prospects, business or condition (financial or otherwise) of the
Company, taken
as a whole, or (iii) an adverse impairment to the Company's ability
to perform
on a timely basis its obligations under this Agreement.
"PERSON" means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture,
limited
liability company, joint stock company, government (or an agency or
subdivision
thereof) or other entity of any kind.
"REQUIRED APPROVALS" has the meaning set forth in Section
3.1(d).
"RULE 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from
time to time,
or any similar rule or regulation hereafter adopted by the
Commission having
substantially the same effect as such Rule.
"SEC REPORTS" means all reports required to be filed by the
Company under the Securities Act and the Exchange Act, including
pursuant to
Sections 13(a) or 15(d) thereof, and the rules and regulations
adopted by the
Commission thereunder.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SHARES" means the shares of Common Stock purchased by the
Investor pursuant to this Agreement.
ARTICLE II.
ISSUANCE OF COMMON STOCK
2.1 PURCHASE AND
SALE; CLOSING.
(a) Subject to and upon the terms and conditions set forth
herein, at the Closing the Company shall issue and deliver to the
Investor, and
the Investor shall acquire and receive from the Company, an
aggregate of
14,700,000 shares of Common Stock (the "SHARES") "), subject to
possible
adjustment pursuant to Section 10 of the Settlement Agreement, for
a purchase
price of Three Cents ($0.03) per share. At the Closing, the
Investor shall pay
to the Company the aggregate purchase price for the Shares by bank
check or wire
transfer of immediately available funds, the credit described in
Section 10 of
the Settlement Agreement, or such other payment mechanism as the
parties may
mutually agree prior to the Closing, or any combination thereof.
The Closing
shall be held at the offices of Reed Smith LLP, 355 South Grand
Ave., Suite
2900, Los Angeles CA 90071.
(b) The purchase and sale of the Shares hereunder (the
"CLOSING") shall be held on the day that is forty-five (45) days
after the
Effective Date (or if such day is not a business day, then the next
following
business day) (the "CLOSING DATE"); PROVIDED, HOWEVER, that if on
the Closing
Date the Company does not have sufficient authorized and unreserved
shares of
Common Stock to issue all of the Shares being purchased by the
Investor as well
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as the other shares required to be issued pursuant to the
Settlement Agreement
(aggregating 60,000,000 shares in all), then the Closing Date shall
be postponed
to the first business day on which the Company has a sufficient
number of
authorized and unreserved shares to issue all of the Shares being
purchased by
the Investor hereunder and the other shares required to be issued
pursuant to
the Settlement Agreement. Failure of the Investor to deliver
payment for the
Shares shall relieve the Company from its obligation to issue and
deliver the
shares to the Investor, and the Company shall not be entitled to
any other
damages or relief resulting from the failure of the Investor to
purchase the
Shares. The failure of the Investor to purchase the Shares shall
not constitute
a default under the Settlement Agreement or the Second Settlement
Agreement.
(c) At the Closing, the Company shall deliver to the Investor
a stock certificate registered in the name of the Investor and
evidencing the
Shares, or irrevocable instructions to the Company's transfer agent
to promptly
deliver such a certificate to the Investor. The Shares shall be
issued free and
clear of any Liens, except for (i) restrictions on transfer imposed
under
Federal and state securities laws, (ii) any designations, rights,
preferences
and powers set forth in the Company's Articles of Incorporation,
and (iii) any
legends required to be imprinted on the certificates evidencing the
Shares under
Section 4.2.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby
makes the following representations and warranties to Investor:
(a) ORGANIZATION AND QUALIFICATION. The Company is duly
organized, validly existing and in good standing under the laws of
the State of
Nevada, with the requisite power and authority to own and use its
properties and
assets and to carry on its business as currently conducted. The
Company is not
in violation of any of the provisions of its Articles of
Incorporation, bylaws
or other organizational or charter documents. The Company is duly
qualified to
conduct its business and is in good standing as a foreign
corporation or other
entity in each jurisdiction in which the nature of the business
conducted or
property owned by it makes such qualification necessary, except
where the
failure to be so qualified or in good standing, as the case may be,
could not,
individually or in the aggregate, have or reasonably be expected to
result in a
Material Adverse Effect.
(b) AUTHORIZATION; ENFORCEMENT. Subject to the proposed
increase in the Company's authorized shares of common stock as
described in
Section 12 of the Settlement Agreement (the "AUTHORIZED CAPITAL
INCREASE"), the
Company has the requisite corporate power and authority to enter
into and to
consummate the transactions contemplated by this Agreement and
otherwise to
carry out its obligations thereunder. Except for the Required
