EXHIBIT 10.2.2
EXECUTION COPY
INTEGRATED HEALTHCARE HOLDINGS INC.
AMENDMENT NO.3 TO
COMMON STOCK WARRANT
JULY 18, 2008
This Amendment No.3 to Common Stock Warrant (this "AMENDMENT NO.3") is
made and entered into as of the date set forth above (the "EFFECTIVE DATE") by
and between Integrated Healthcare Holdings, Inc., a Nevada corporation (the
"COMPANY"), and Healthcare Financial Management & Acquisitions, Inc., a Nevada
corporation (the "HOLDER").
RECITALS
A. On December 12, 2005, the Company issued to Holder a warrant to
subscribe for and purchase a minimum of 26,097,561 shares of Common Stock of the
Company subject to the provisions and upon the terms and conditions set forth
therein (the "WARRANT").
B. The Warrant was issued pursuant to that certain Credit Agreement
dated as of December 12, 2005 (the "CREDIT AGREEMENT") by and between the
Company and certain of its subsidiaries (collectively, the "Borrowers"), the
"Credit Parties" (as defined therein), and Medical Provider Financial
Corporation III, Inc., a Nevada corporation (the "LENDER").
C. The Warrant was first amended on April 26, 2006 pursuant to that
certain Amendment to Common Stock Warrant entered into by and between the
Company and the Holder, and amended a second time on October 9, 2007 pursuant to
that certain Amendment No.2 to Common Stock Warrant entered into by and between
the Company and the Holder as a condition to Lender refinancing the loan made to
Borrowers under the Credit Agreement (the "REFINANCE LOAN").
D. Concurrently herewith, the Refinance Loan is being paid off early by
the Borrowers and, as additional consideration for the early pay off, Borrowers
have requested that the Warrant be further amended as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree to amend the Warrant as set forth herein and agree as
follows:
AGREEMENT
1. RECITALS. The foregoing Recitals are incorporated by reference as
though fully set forth herein.
2. DEFINITIONS. Unless otherwise defined herein, capitalized terms
shall have the meanings assigned to such terms in the Warrant.
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3. Section 9(b)(ii) of the Warrant is hereby amended to read in its
entirety as follows:
"The Company shall permit, or shall cause the managing
underwriter of a proposed offering to permit, the Holders from whom
such written requests have been received to include such number of
Shares (the "PIGGY-BACK SHARES") in the proposed offering on terms and
conditions no less favorable to the Holders as the terms and conditions
applicable to securities of the Company included therein or as
applicable to securities of any person other than the Company and the
Holders of Piggy-back Shares if the securities of any such person are
included therein; provided, however, that the Company shall not be
required to honor any such request that is received more than sixty
(60) days after the proper giving of the Company's notice or after the
Expiration Date. Notwithstanding any other provision of this Section
9(b), if the underwriter advises the Holder in writing that marketing
factors require a limitation of the number of shares to be
underwritten, the number of shares of Shares held by the Holder to be
included in such underwriting shall not be reduced unless all other
securities, other than securities to be offered for the accounts of
Kali P. Chaudhuri, William E. Thomas and their transferees (the "OTHER
SHARES") and securities to be offered for the account of the Holder and
the Company, are first entirely excluded from the underwriting, and
unless the number of Other Shares, on the one hand, and Piggy-back
Shares on the other hand, are cut back on a pro rata basis based on the
number of Piggy-back Shares and Other Shares requested to be included
in such offering. The Company shall bear and pay all expenses incurred
in connection with any registration, filing or qualification of the
Shares with respect to the registrations pursuant to this Section for
each Holder, including (without limitation) all registration, filing,
and qualification fees, printers and accounting fees relating or
apportionable thereto and the fees and disbursements of one counsel for
the selling Holders selected by them."
4. Except as set forth herein, the Warrant shall remain unmodified and
in full force and effect.
5. This Amendment No.3 may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
[SIGNATURE PAGE FOLLOWS.]
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EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No.3 to Common Stock Warrant as of the date and year first above written.
INTEGRATED HEALTHCARE HOLDINGS, INC.,
A NEVADA CORPORATION
By: /s/ Bruce Mogel
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Name: Bruce Mogel
Title: CHIEF EXECUTIVE OFFICER
HEALTHCARE FINANCIAL MANAGEMENT &
ACQUISITIONS, INC., A
NEVADA CORPORATION
By: /s/ Joseph J. Lampariello
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Name: Joseph J. Lampariello
Title: President and COO
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