-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HbbPGVsHSZyoO6n+pzpLdcjdMpV9LLc0hPZ0r4oFfXEMApU3ueHXvZnb4mJNhROa 8A4bAGsTguE2giqaXG8+Sg== 0001019687-09-001320.txt : 20090410 0001019687-09-001320.hdr.sgml : 20090410 20090409212745 ACCESSION NUMBER: 0001019687-09-001320 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090410 DATE AS OF CHANGE: 20090409 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chaudhuri Kali P CENTRAL INDEX KEY: 0001305503 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 6800 INDIANA AVENUE #130 CITY: RIVERSIDE STATE: CA ZIP: 92506 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Integrated Healthcare Holdings Inc CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79362 FILM NUMBER: 09743931 BUSINESS ADDRESS: STREET 1: 1301 N. TUSTIN AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 714-434-9191 MAIL ADDRESS: STREET 1: 1301 N. TUSTIN AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: Integrated Healthcare Holdings DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: FIRST DELTAVISION INC DATE OF NAME CHANGE: 19971216 SC 13D/A 1 chaudhuri_sc13da-040909.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* Integrated Healthcare Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 45821T 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) Kali P. Chaudhuri, 6800 Indiana Avenue, Suite 130, Riverside, CA 92506 (951) 782-8812 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 25, 2009 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. | | NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See sec. 240.13d-7 for other parties to whom copies are to be sent. - --------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on Following Pages) (Page 1 of 12 Pages, Excluding Exhibits) CUSIP No. 45821T 10 8 13D/A Page 2 of 12 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. KALI P. CHAUDHURI - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization UNITED STATES - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 182,858,316 (1) SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 0 EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 182,858,316 (1) WITH ----------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 182,858,316 (1) - -------------------------------------------------------------------------------- 12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 65.3%(1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) The calculations contained on this page include 84,856,982 shares that Reporting Person may acquire under purchase rights that are or may become exercisable within 60 days and assume 195,307,262 shares of Issuer's common stock are outstanding. The information set forth in Items 4, 5 and 6 is incorporated herein by reference. CUSIP No. 45821T 10 8 13D/A Page 3 of 12 Pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of 1934 ("Exchange Act"), Reporting Person hereby files this Amendment No. 3 to Schedule 13D ("Amendment") with the Securities and Exchange Commission ("Commission"). This Amendment amends and supplements the Schedule 13D originally filed with the Commission on December 8, 2006 and amended by Amendment No. 1 to Schedule 13D filed with the Commission on July 12, 2007, Amendment No. 2 to Schedule 13D filed with the Commission on July 24, 2008, and Amendment No. 3 to Schedule 13D filed with the Commission on November 6, 2008 and Amendment No. 4 to Schedule 13D filed with the Commission on February 2, 2009 relating to the common stock of the Issuer. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the original Schedule 13D, as previously amended (the "Schedule 13D"). The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. All Rule citations used in the Schedule 13D and this Amendment are to the rules and regulations promulgated under the Exchange Act. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is amended and supplemented to reflect the following: Reporting Person obtained the right to purchase shares under his respective April Purchase Agreement described in Item 4 in exchange for non-cash consideration under the First Settlement Agreement. Reporting Person obtained the right to purchase shares under the SPA described in Item 4 in exchange for $30,000 and other consideration under the SPA. Reporting Person anticipates that the funds to be used by Reporting Person in making purchases, if any, under the SPA or under his respective April Purchase Agreement would be personal funds. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is amended and supplemented to reflect the occurrence of the following: On March 6, 2009, Reporting Person entered into Amendment No. 2 to the Securities Purchase Agreement by and among Issuer, Reporting Person and Thomas, to amend the Securities Purchase Agreement dated July 18, 2008, as previously amended January 30, 2009 (as amended to date, the "SPA"). Amendment No. 2 to the SPA clarified that each of Reporting Person's and Thomas's pre-emptive rights under the SPA to maintain their respective levels of ownership of Issuer's common stock by acquiring additional equity securities concurrent with future issuances by Issuer of equity securities or rights convertible into or exercisable for equity securities (other than issuances of Additional Shares, shares underlying the Purchase Right or shares issued to Reporting Person on July 18, 2008 upon exercise of warrants) covers situations where issuance of securities or rights would result in dilution of Reporting Person's or Thomas's (a) beneficial ownership for Section 13(d) purposes on a fully-diluted basis and/or (b) ownership of outstanding voting securities of Issuer to less than the greater of (i) 51.0% (in the case of Reporting Person) or 5.0% (in the case of Thomas) of the outstanding voting shares of Issuer and (ii) his respective percentage ownership of the outstanding voting shares of Issuer prior to the issuance. CUSIP No. 45821T 10 8 13D/A Page 4 of 12 On March 25, 2009, Reporting Person entered into a Settlement Agreement, General Release and Covenant Not to Sue ("First Settlement") and a Settlement Agreement No. 2 ("Second Settlement", and together with the First Settlement, the "Settlement Agreements"), each of which closed and became effective on April 2, 2009. The First Settlement was among Issuer, Reporting Person, Thomas, Anil V. Shah ("Shah"), Orange County Physicians Investment Network, LLC ("OC-PIN"), Bruce Mogel, Pacific Coast Holdings Investment, LLC ("PCHI"), West Coast Holdings, LLC ("WCH"), Ganesha Realty, LLC ("Ganesha"), and Medical Capital Corporation, Medical Provider Financial Corporation I, Medical Provider Financial Corporation II and Medical Provider Financial Corporation III (together, "Medical Capital"). The Second Settlement was among Reporting Person, Shah, OC-PIN, the members of OC-PIN ("OC-PIN Members"), PCHI, WCH, the members of WCH ("WCH Members"), and Ganesha. As required by the Settlement Agreements, Issuer entered into three separate stock purchase agreements (each an "April Purchase Agreement") with each of (i) Reporting Person, (ii) Shah and (iii) OC-PIN and OC-PIN Members (the persons and entities in clauses (i), (ii) and (iii) are referred to as the "Potential April Purchasers"). The April Purchase Agreements cover an aggregate of 60,000,000 shares of common stock of Issuer that may be purchased by the Potential April Purchasers at a purchase price of $0.03 per share. The maximum number of shares that Reporting Person may purchase under his April Purchase Agreement is 51% of the aggregate number of shares that are actually purchased by all of the Potential April Purchasers at the closing, if any, of the April Purchase Agreements. Accordingly, the maximum number of shares that Reporting Person may purchase under his respective April Purchase Agreement is 30,600,000 and is subject to downward adjustment if the other Potential April Purchasers (a) do not elect to purchase their full potential number of shares and (b) no later than May 2, 2009, give written notice to Reporting Person and Issuer of their final determination of the number of shares subject to their respective April Purchase Agreements. The closing of the April Purchase Agreements is scheduled for May 18, 2009. The closing will not occur if none of the Potential April Purchasers elects to purchase shares under their respective April Purchase Agreement. The closing date may be extended if Issuer does not have sufficient authorized capital to issue all of the shares, if any, elected to be purchased under the April Purchase Agreements. Issuer is in the process of increasing its authorized capital from 400,000,000 shares of common stock to 500,000,000 shares of common stock in order to accommodate purchases under the April Purchase Agreements and other agreements, including the SPA. Issuer has agreed to use any net proceeds from sales under the April Purchase Agreement to pay down the principal balance of the $10.7 Million Note. In addition to requiring Reporting Person to enter into an April Purchase Agreement, the Settlement Agreements resolved various pending and threatened litigation matters and disputes among the various parties thereto and made or required certain amendments to Issuer's secured loan arrangements with Medical Capital and certain real property lease obligations of Issuer. CUSIP No. 45821T 10 8 13D/A Page 5 of 12 In addition, among other things, the First Settlement required Issuer to amend its bylaws in order to: (a) fix the authorized number of directors at seven (previously it was a range of three to seven) and (b) provide that, effective immediately after Issuer's 2009 annual meeting, a stockholder who owns 15% or more of the voting stock of Issuer is entitled to call one special stockholders meeting per calendar year. Also, the First Settlement requires Issuer to appoint an OC-PIN representative selected by a majority-in-interest of OC-PIN Members to fill until Issuer's 2009 annual meeting the board seat to be vacated by Ken Westbrook. The First Settlement also contains an agreement by Shah that for two years after April 2, 2009, Shah will not accept any nomination or appointment or serve as a director, officer or employee of Issuer, so long as Issuer keeps current in its payment of certain real property leases. In connection with the Settlement Agreements, Reporting Person, Shah, OC-PIN and certain OC-PIN Members entered into a Shareholders Agreement dated April 2, 2009. Under the Shareholders Agreement, Reporting Person, OC-PIN and Shah ("Voting Parties") agreed that whenever members of Issuer's board are to be elected at a stockholders meeting or by written consent, Reporting Person and OC-PIN would nominate, and the Voting Parties would vote in favor, of the following individuals to serve as directors: (i) first, up to four individuals designated by Reporting Person, provided that for so long as Issuer is required by agreements with Medical Capital to maintain a board with a majority of Independent Directors (as defined in the credit agreements with Medical Capital), at least three of the four nominees shall be Independent Directors; (ii) second, up to two individuals designated by OC-PIN, provided that for so long as Issuer is required by the Medical Capital Agreements to maintain a board with a majority of Independent Directors, at least one of the two nominiees shall be Independent Directors; and (iii) third, one individual who shall be Issuer's then-current chief executive officer. The Shareholders Agreement provides that following Issuer's 2009 annual stockholders meeting, Reporting Person and OC-PIN shall have the right to request removal of any director designated by them as described in clauses (i) and (ii) above to the extent permitted under applicable law and Issuer's articles and bylaws, and that the Voting Parties shall vote and take other actions to ensure removal of the director. The Shareholders Agreement also provides that the Voting Parties will not vote for any resolution providing for the election of more or less than seven directors, or take any other action inconsistent with the Shareholders Agreement, and that each would use non-cumulative voting in the election of directors, to the extent permitted by law. If OC-PIN dissolves or makes a complete liquidating distribution to its members, then OC-PIN's right to designate up to two individuals for election to Issuer's board will automatically be assigned to Shah, and Shah will be bound to vote shares he beneficially owns now or in the future in order to elect the nominees described in clauses (i) and (iii) above. CUSIP No. 45821T 10 8 13D/A Page 6 of 12 If one of the Voting Parties transfers shares of Issuer other than pursuant to a sale on the open market through a broker, then their respective obligations as Voting Parties will continue to apply to the transferred shares, and the Voting Party must first obtain written consent of the transferee to be bound by the obligations as Voting Parties. If a Voting Party fails to comply with this requirement, then the other Voting Parties' obligations as Voting Parties shall be released and forgiven, but his or its rights as a Voting Party shall not be released or forgiven. Shah agreed under the Shareholders Agreement that while the Medical Capital credit facilities are in place at Issuer, he will not serve or accept any nomination or appointment as director, officer or employee of Issuer or any of its subsidiaries. If a Voting Party proposes to nominate a director whose election would cause a default in any of the credit facilities, then the obligations to vote as described above would be suspended for that election only, and each Voting Party would be entitled to nominate and vote for directors independent of the Shareholders Agreement. If a Voting Party fails to vote his or its shares as required under the Shareholders Agreement, the breaching party will be deemed immediately to have granted to Issuer's chief executive officer a proxy to vote the Voting Party's shares as required under the Shareholders Agreement. If the chief executive officer does not agree to serve as proxy, then Reporting Person will act as proxy for OC-PIN's and Shah's shares and Shah will act as proxy for Reporting Person's shares, solely to vote in a manner consistent with the Shareholders Agreement. In addition, in the event of a voting breach, the non-breaching party will be relieved of further voting obligations under the Shareholders Agreement. The parties' respective rights and obligations under the voting provisions of the Shareholders Agreement will terminate immediately following the 2011 annual stockholders meeting, except that those rights may terminate earlier as follows: (a) Reporting Person's rights will terminate if Reporting Person no longer owns a number of shares of Issuer's common stock equal to the sum of at least 50% of the number of shares he owned as of April 2, 2009 plus the number he purchases under his April Purchase Agreement; (b) OC-PIN's rights will terminate if OC-PIN no longer owns a number of shares of Issuer's common stock equal to the sum of at least 50% of the number of shares it owned as of April 2, 2009 (OC-PIN represented that it owned 59,098,430 Issuer shares as of that date) plus the number it purchases under its April Purchase Agreement; and (c) Shah's rights will terminate if Shah no longer owns, after the dissolution or liquidation of OC-PIN, at least 50% of the aggregate number of (x) shares he owned as of April 2, 2009 (Shah represented that he owned 5,112,000 Issuer shares and had a 45-48% economic interest in OC-PIN as of that date), (y) shares he purchases under his April Purchase Agreement, and (z) shares that are beneficially received by or distributed to him from OC-PIN. The parties to the Shareholders Agreement acknowledged that the Shareholders Agreement is not intended to limit or otherwise affect the rights, obligations and duties of Issuer's board of directors or its Nominations and Governance Committee under applicable law with regard to voting matters covered by the Shareholders Agreement. CUSIP No. 45821T 10 8 13D/A Page 7 of 12 The Shareholders Agreement also contains certain tag along rights that would apply if Reporting Person, on the one hand, or OC-PIN or any OC-PIN Member (including Shah), on the other hand, or any of their respective affiliates (each a "Purchasing Shareholder") proposes to buy or acquire from Issuer or any third party "beneficial ownership" (as defined in Rule 13d-3(a) through (c)) of any additional shares of Issuer's capital stock ("Tag Shares"). The Purchasing Shareholder would first offer for sale to the other party ("Tagging Shareholder") or arrange for the Tagging Shareholder to enter into a direct purchase agreement with the seller of the Tag Shares, such portion of the Tag Shares available after ensuring that Reporting Person owns at least 51% of Issuer's issued and outstanding voting shares after giving effect to the issuance of the Tag Shares and without giving effect to any other shares that were the subject of a previous tag notice but were not acquired by the Tagging Shareholder. The tag along rights do not apply to shares purchased under the April Purchase Agreements or to transfers by a party to any of its affiliates for no value pursuant to laws of descent and distribution or for estate planning purposes, provided that the transferee agrees in writing to be bound by the obligations of the transferor under the Shareholders Agreement. The tagalong rights and obligations expire three years after April 2, 2009. However, acquisitions of Issuer stock by Reporting Person or his affiliates upon exercise of warrants acquired from affiliates or subsidiaries of Medical Capital Corporation under the Option and Standstill Agreement will remain subject to the tag along rights after such third anniversary, unless the entire Shareholders Agreement terminates earlier upon either the sale of Issuer (through a merger, consolidation or sale of all or substantially all of its assets, other than a merger, consolidation or sale of assets to an entity that is majority-owned or controlled by Issuer) or the acquisition by a single purchaser of all of Issuer's issued and outstanding capital stock. References to, and descriptions of, Amendment No. 2 to the SPA, the Settlement Agreements, Reporting Person's April Purchase Agreement and the Shareholders Agreement in this Item 4 are qualified in their entirety by reference to Item 5 of the Schedule 13D, as amended hereby, and by reference to the full text of those documents, which are attached or incorporated by reference as exhibits hereto. Reporting Person is the beneficial owner of a majority of Issuer's common stock. Reporting Person intends to contact and consult with members of Issuer's board of directors, management and other stockholders of Issuer with regard to the election of directors and other governance matters. Reporting Person intends to make director nominations in accordance with the Shareholders Agreement. Reporting Person intends to continue to encourage Issuer to maximize stockholder value through refinancing of Issuer's secured credit facilities referred to in Item 4 of the Schedule 13D ("Credit Facilities"). Reporting Person also intends to encourage, and may choose to assist, Issuer in curing any payment defaults that may occur under the Credit Facilities. CUSIP No. 45821T 10 8 13D/A Page 8 of 12 Further, Reporting Person may exercise from time to time the Purchase Right under the SPA described in Item 4 at any time between January 30, 2009 and January 30, 2010 and/or the purchase right provided under the April Purchase Agreement. Also, if the conditions under the Payoff Amendment are met, Reporting Person intends to exercise the option to purchase from HFMA the Warrants described in Item 4 and may thereafter exercise such Warrants from time to time. In addition, the pre-emptive rights described in Item 4 permit Reporting Person to maintain his then current ownership interest in Issuer for an indefinite period of time by making additional investments in Issuer's equity securities on terms provided to other persons or entities, and Reporting Person currently intends to exercise his pre-emptive rights and/or his tag along rights under the Shareholders Agreement as opportunities present themselves. Except as set forth in the Schedule 13D, as amended by this Amendment, Reporting Person currently has no plans or proposals that relate to or would result in any of the following matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D: (a) the acquisition by any person of additional securities of Issuer, or the disposition of securities of Issuer; (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of assets of Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Issuer; (f) any other material change in Issuer's business or corporate structure; (g) any changes in Issuer's charter, bylaws or instruments corresponding thereto, or other actions which may impede the acquisition of control of Issuer by any person; (h) causing a class of securities of Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Issuer becoming eligible for termination of the registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. Reporting Person, however, may at any time and from time to time, review or reconsider his position with respect to any of such matters. ITEM 5. INTEREST IN SECURITIES OF ISSUER Item 5 of the Schedule 13D is amended and supplemented to reflect the occurrence of the following: (a) See Item 4 of the Schedule 13D, as amended and supplemented above. Reporting Person may be deemed to be the beneficial owner (within the meaning of Rule 13d-3(a) of the Exchange Act) of 182,858,316 shares of common stock, including 98,001,334 outstanding shares, an additional 54,256,982 shares of common stock that Reporting Person may acquire pursuant to the Purchase Right granted by Issuer under the SPA, and an additional 30,600,000 shares of common stock that Reporting Person may acquire pursuant to an April Purchase Agreement described in Item 4. The 182,858,316 shares represent a beneficial ownership interest of approximately 65.3% of Issuer's common stock, as calculated pursuant to Rule 13d-3(a). The 98,001,334 outstanding shares owned by Reporting Person represent approximately 50.2% of Issuer's 195,307,262 shares assumed by Reporting Person to be outstanding. (b) Reporting Person currently has sole voting and dispositive power with respect to the shares of common stock described as beneficially owned by Reporting Person in Item 5(a). However, the shares are subject to certain voting and proxy restrictions under the Shareholders Agreement described in Item 4. CUSIP No. 45821T 10 8 13D/A Page 9 of 12 (c) Except as described in Item 4, Reporting Person has not effected any transactions in Issuer's common stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is amended and supplemented to include the information contained in Items 4 and 5 of this Amendment. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is amended to read as follows: Exhibit Description - ------- ----------- 1 Secured Convertible Note Purchase Agreement dated as of September 28, 2004 by and between Issuer and Reporting Person (incorporated by reference to Exhibit 10.1 of Issuer's Current Report on Form 8-K filed on October 5, 2004) 2 First Amendment to Secured Convertible Note Purchase Agreement dated as of November 16, 2004 by and between Issuer and Reporting Person (incorporated by reference to Exhibit 10.1 of Issuer's Current Report on Form 8-K filed on November 22, 2004) 3 Rescission, Restructuring and Assignment Agreement, dated as of January 27, 2005, by and among Issuer, Reporting Person, William E. Thomas, Anil V. Shah, M.D., and Orange County Physicians Investment Network, LLC (incorporated by reference to Exhibit 99.1 to Issuer's Current Report on Form 8-K filed on February 2, 2005) 4 Form of Stock Purchase Warrant dated as of January 27, 2005, by and between Issuer and Reporting Person (incorporated by reference to Exhibit B-1 that is attached to Exhibit 99.1 to Issuer's Current Report on Form 8-K filed on February 2, 2005) 5 Payment Agreement dated as of January 31, 2005, by and among Issuer, Reporting Person, Anil V. Shah, M.D., and Orange County Physicians Investment Network, LLC (incorporated by reference to Exhibit 99.11 of the Schedule 13D/A No. 2 filed by Reporting Person on March 10, 2005) 6 Irrevocable Proxy dated as of July 2, 2007 by and between Bruce Mogel, as grantee, and Reporting Person, as grantor, and Amendment No. 1 dated July 11, 2007 (incorporated by reference to Exhibit 2 to Schedule 13D for July 2, 2007 filed by Bruce Mogel on July 12, 2007) 7 Securities Purchase Agreement, dated effective as of July 18, 2008, among Issuer, Reporting Person, and William E. Thomas (incorporated by reference to Exhibit 10.1 of Issuer's Current Report on Form 8-K filed on July 21, 2008) CUSIP No. 45821T 10 8 13D/A Page 10 of 12 Exhibit Description - ------- ----------- 8 Option and Standstill Agreement, dated effective as of July 18, 2008, among Medical Provider Financial Corporation I, Medical Provider Financial Corporation II, Medical Provider Financial Corporation III, Healthcare Financial Management & Acquisitions, Inc. and Reporting Person (incorporated by reference to Exhibit 8 to the Schedule 13D/A No. 2 filed by Reporting Person on July 24, 2008) 9 Early Loan Payoff Agreement, dated effective as of July 18, 2008, among Issuer; WMC-SA, Inc.; WMC-A, Chapman Medical Center, Inc.; Coastal Communities Hospital, Inc.; Medical Provider Financial Corporation I; Medical Provider Financial Corporation II, Medical Provider Financial Corporation III; and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 10.2 to Issuer's Current Report on Form 8-K filed on July 21, 2008) 10 4.95% Common Stock Warrant, dated October 9, 2007, between Issuer and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 99.8 to Issuer's Current Report on Form 8-K filed on October 15, 2007) 11 Amendment No. 1 to 4.95% Common Stock Warrant, dated July 18, 2008, between Issuer and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 10.2.1 to Issuer's Current Report on Form 8-K filed on July 21, 2008) 12 31.09% Common Stock Warrant, dated December 12, 2005, between Issuer and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 99.4 to Issuer's Current Report on Form 8-K filed on December 20, 2005) 13 Amendment No. 1 to 31.09% Common Stock Warrant, dated April 26, 2006, between Issuer and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 10.16.1 to Issuer's Annual Report on Form 10-K filed on July 14, 2008) 14 Amendment No. 2 to 31.09% Common Stock Warrant, dated October 9, 2007, between Issuer and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 99.9 to Issuer's Current Report on Form 8-K filed on October 15, 2007) 15 Amendment No. 3 to 31.09% Common Stock Warrant, dated July 18, 2008, between Issuer and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 10.2.2 to Issuer's Current Report on Form 8-K filed on July 21, 2008) 16 Proxy Termination Agreement dated as of November 4, 2008 by and between Bruce Mogel and Reporting Person (incorporated by reference to Exhibit 16 to the Schedule 13D/A No. 3 filed by Reporting Person on November 6, 2008) 17 Amendment No. 1 to Securities Purchase Agreement, dated effective as of January 30, 2009, among Issuer, Reporting Person, and William E. Thomas (incorporated by reference to Exhibit 17 to the Schedule 13D/A No. 4 filed by Reporting Person on February 2, 2009) CUSIP No. 45821T 10 8 13D/A Page 11 of 12 Exhibit Description - ------- ----------- 18 Amendment No. 1 to Option and Standstill Agreement, dated effective as of January 30, 2009, among Medical Provider Financial Corporation I, Medical Provider Financial Corporation II, Medical Provider Financial Corporation III, Healthcare Financial Management & Acquisitions, Inc. and Reporting Person (incorporated by reference to Exhibit 18 to the Schedule 13D/A No. 4 filed by Reporting Person on February 2, 2009) 19 Amendment No. 1 to Early Loan Payoff Agreement, dated effective as of January 30, 2009, among Issuer; WMC-SA, Inc.; WMC-A, Chapman Medical Center, Inc.; Coastal Communities Hospital, Inc.; Medical Provider Financial Corporation I; Medical Provider Financial Corporation II, Medical Provider Financial Corporation III; and Healthcare Financial Management & Acquisitions, Inc. (incorporated by reference to Exhibit 19 to the Schedule 13D/A No. 4 filed by Reporting Person on February 2, 2009) 20 Amendment No. 2 to Securities Purchase Agreement, dated effective as of March 6, 2009, among Issuer, Reporting Person and William E. Thomas (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Issuer on March 10, 2009) 21 Settlement Agreement, General Release and Covenant Not to Sue, dated March 25, 2009, by and among Issuer, Anil V. Shah, M.D., Orange County Physicians Investment Network, LLC, Bruce Mogel, Pacific Coast Holdings Investment, LLC, West Coast Holdings, LLC, Reporting Person, Ganesha Realty, LLC, William E. Thomas, Medical Capital Corporation, Medical Provider Financial Corporation I, Medical Provider Financial Corporation II and Medical Provider Financial Corporation III (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Issuer on April 8, 2009) 22 Settlement Agreement No. 2, dated March 25, 2009, among Reporting Person, Anil V. Shah, Orange County Physicians Investment Network, LLC and its members, Pacific Coast Holdings Investment, LLC, West Coast Holdings, LLC and its members, and Ganesha Realty, LLC (filed with this Amendment) 23 Stock Purchase Agreement, dated April 2, 2009, between Issuer and Reporting Person (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Issuer on April 8, 2009) 24 Shareholders Agreement, dated April 2, 2009, among Reporting Person, Anil V. Shah, Orange County Physicians Investment Network, LLC and certain of its members (filed with this Amendment) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 9, 2009 ------------------------------------ (Date) /s/ Kali P. Chaudhuri, an individual ------------------------------------ (Signature) CUSIP No. 45821T 10 8 13D Page 12 of 12 EXHIBITS ATTACHED TO THIS SCHEDULE 13D/A Exhibit Description - ------- ----------- 22 Settlement Agreement No. 2, dated March 25, 2009, among Reporting Person, Anil V. Shah, Orange County Physicians Investment Network, LLC and its members, Pacific Coast Holdings Investment, LLC, West Coast Holdings, LLC and its members, and Ganesha Realty, LLC 24 Shareholders Agreement, dated April 2, 2009, among Reporting Person, Anil V. Shah, Orange County Physicians Investment Network, LLC and certain of its members EX-22 2 chaudhuri_sc13da-ex22.txt SETTLEMENT AGREEMENT NO. 2 EXHIBIT 22 SETTLEMENT AGREEMENT NO. 2 This Settlement Agreement No. 2 ("Second Settlement Agreement") is made this _25__ day of March, 2009 by and among Anil V. Shah, M.D. ("Dr. Shah"), Orange County Physicians Investment Network, LLC ("OC-PIN"), the members of OC-PIN ("OC-PIN Members"), Pacific Coast Holdings Investment, LLC ("PCHI"), West Coast Holdings, LLC, ("WCH"), the members of WCH ("WCH Members"), Dr. Kali P. Chaudhuri ("Dr. Chaudhuri"), and Ganesha Realty, LLC ("Ganesha"). All the above entities and individuals are sometimes hereinafter collectively referred to as "Parties" or individually as a "Party". RECITALS A. The Parties are currently engaged in litigation, appellate, arbitration and/or court proceedings and/or have certain legal disputes and issues with each other as more particularly set forth herein below. B. Specifically: a. IHHI is now suing Dr. Shah in Orange County Superior Court ("OCSC") Case No. 07CC05895 (consolidated with OCSC Case No. 07CC06017) and OCSC Case No. 30-2008-106637; b. Dr. Shah has filed a cross-complaint against IHHI in OCSC Case No. 07CC05895; -1- c. OC-PIN (previously dismissed as a named defendant in OCSC Case No. 07CC05895) is now suing Mogel in OCSC Case No. 30-2008-00109286 (a derivative action purportedly filed on behalf of IHHI); d. OC-PIN is also suing IHHI in OCSC Case Nos. 30-2008-00106805, 30-2008-00108983; 30-2008-00109959 and 30-2008-00112102; e. Dr. Chaudhuri is now suing OC-PIN in OCSC Case No. 30-2008-0011293; f. Dr. Shah presently seeks to perfect an arbitration award in his favor against PCHI (JAMS Case No. 1200040611) in OCSC Case No. 30-2008-00114434; and g. PCHI is suing OC-PIN et al. in OCSC Case No. 30-2008-00112088. C. The foregoing litigation has spawned various related appellate proceedings including, but not limited to, California Fourth Appellate District Case Nos. G041208, G 041181, G041491 and California Supreme Court Case No. S168604; D. Some of the foregoing litigation has been stayed, while other aspects of the litigation are now scheduled to be tried on July 27, 2009; E. All of the above described litigation, arbitration, appellate and other legal proceedings are hereinafter collectively referred to as the "Actions". F. In addition to the foregoing, periodic threats have been made by Dr. Shah, OC-PIN and/or their legal counsel to hereinafter sue Chaudhuri and/or IHHI's individual directors, executives and attorneys on a variety of theories, either directly or derivatively purportedly on behalf of IHHI. Periodic allegations have also been made against Dr. Chaudhuri and others alleging that Dr. Chaudhuri is not properly managing PCHI and that PCHI is not acting properly -2- in defending claims brought against it by Dr. Shah. OCPIN Members have also made threats and allegations against one another, and some OCPIN Members have assigned certain threatened claims and allegations to IHHI. Dr. Chaudhuri and PCHI have challenged the confirmation of the Arbitration Award in favor of Dr. Shah and have indicated that they will pursue all appellate avenues. G. The parties hereto, among others, have concurrently herewith entered into a Settlement Agreement, General Release and Covenant Not to Sue ("Settlement Agreement"). Capitalized terms not defined herein shall have the same meaning ascribed to those terms in the Settlement Agreement of even date herewith. H. For reasons of their own and without admission of wrongdoing or liability of any sort, the signatories to this Second Settlement Agreement wish to fully and finally resolve the foregoing pending and threatened litigation, arbitration and discovery disputes, together with any and all possible claims, disputes or disagreements among any of the Parties relating to any past fact, act or occurrence (except as expressly reserved herein) (the "Settlement"). NOW, THEREFORE, in consideration of the mutual covenants, promises, and undertakings set forth below, the adequacy and sufficiency of which are hereby expressly acknowledged by each of the Parties hereto, the Parties agree as follows: COVENANTS 1. The Closing ("Closing") of the Settlement shall occur on or before March 27, 2009 at Callahan & Blaine, 3 Hutton Centre Drive, Ninth Floor, Santa Ana, California. -3- 2. The Closing shall be contingent upon, subject to and concurrent with the Closing of the Settlement Agreement. SHAREHOLDER AGREEMENT. 3. At Closing, Dr. Chaudhuri, Dr. Shah, OC-PIN and the OC-PIN Members agree to execute and deliver the Shareholder Agreement in the form of Exhibit A attached hereto and made a part hereof. The Shareholder Agreement is an integral part of this Second Settlement Agreement, the terms of which Shareholder Agreement are incorporated by reference herein as though fully set forth herein. OC-PIN and Dr. Shah agree to pay the cost of the fairness opinion for DeJoya, Griffith & Company which fairness opinion shall be provided to IHHI. RESTRUCTURING OF PCHI. 4. WCH shall, effective as of the Closing, make a liquidating distribution of all its rights and ownership interest in PCHI to the WCH members such that the WCH members (or their individual designated entity owned by the individual WCH member(s) [for example, a family trust]) hold their proportionate interest in PCHI directly and individually. A true and accurate list of the members of WCH and their percentage interests is attached hereto as Exhibit B. After the liquidating distribution, WCH shall have no rights whatsoever with respect to PCHI as a separate entity apart from its members This covenant may be specifically enforced by Dr. Chaudhuri and Ganesha. WCH and the WCH members also consent that if for whatever reason WCH fails to timely make and complete the liquidating distribution described herein, the Orange County Superior Court may issue -4- an order involuntarily dissolving WCH, and directing the immediate wind-up of WCH's business and affairs, upon the filing of a lawsuit pursuant to Civil Code section 17135 ("Dissolution Action") by Dr. Chaudhuri in his capacity as WCH's specially appointed manager and agent. To this end, WCH hereby grants an irrevocable special power of attorney to Dr. Chaudhuri to act as WCH's manager with full power and authority to take any and all action(s) necessary or appropriate to promptly dissolve and wind-up WCH's business and affairs following the Closing including, among other things, the power to file and prosecute the Dissolution Action on WCH's behalf. WCH and its members agree not to oppose the relief sought in the Dissolution Action, and further agree to indemnify and hold Dr. Chaudhuri harmless from any claims by WCH or the WCH members, and any legal expenses or other expenses incurred by Dr. Chaudhuri, related to or in connection with WCH's dissolution and wind-up. 5. On or before the Closing, the former WCH members and Dr. Chaudhuri and/or Ganesha Realty, LLC shall execute and deliver (with a true and correct copy of the fully executed PCHI Operating Agreement concurrently delivered to MedCap at the address set forth in the First Settlement Agreement) an amended PCHI Operating Agreement and other appropriate organization/governing documents which will reflect the following: (1) the new ownership percentages in PCHI and reflecting the deletion of WCH as a member and the addition of all of the former WCH Members (or their individual designated entity) and Dr. Chaudhuri, if for some reason Ganesha is dissolved, as new members of PCHI; and (2) PCHI shall have two (2) managers: (a) Dr. Chaudhuri or his personal representative, and (b) a representative chosen by the majority interests of the former WCH members -5- for a three (3) year term, subject to being removed for cause by a vote of at least seventy-five percent (75%) of the members' interest. All parties to this amended PCHI Operating Agreement agree that for three (3) years following the Closing, any sale of real property of PCHI shall require the written approval of both PCHI Managers and the consent of at least 75% of the PCHI membership interests, in addition to any other requirements of the Operating Agreement. 6. For three (3) years following the Closing, Dr. Chaudhuri, Ganesha, and any other entity in which any one or more of them, solely or in combination, owns a majority interest will not acquire or own a combined interest of more than 60% of PCHI, provided, however, such parties are free to acquire up to a combined sixty (60%) percent of PCHI. Except for the former WCH members (or their individual designated entities identified at the time of the restructuring of PCHI described herein) and Dr. Chaudhuri (if Ganesha is dissolved), no new members may be admitted to PCHI within the three (3) year term following the Closing. The Parties agree that the Operating Agreement will be amended to so reflect. OC-PIN MEMBERSHIP LIST. 7. Attached hereto as Exhibit C is a true and correct membership list of the current OC-PIN Members. DISMISSALS AND RELEASES. 8. The Parties hereto acknowledge that pursuant to the Settlement Agreement they have released various parties and are the beneficiaries of releases from various Parties. All such releases are hereby affirmed. Nothing herein is intended to modify or otherwise expand or limit those releases. Notwithstanding the foregoing, no such releases shall apply to the express obligations or rights set forth in this Second Settlement Agreement. -6- 9. Except as to such rights or claims as may be created by the Settlement Agreement, this Second Settlement Agreement or expressly reserved in either, the following releases are provided: a. RELEASE OF CLAIMS BY WCH MEMBERS. All WCH Members, individually and collectively, irrevocably, unconditionally and fully release and forever discharge IHHI, Dr. Shah, Dr. Jacob Sweidan, Mogel, PCHI, Dr. Chaudhuri, Ganesha, Thomas and MedCap (and all related and affiliated persons and entities) and their respective past and present subsidiaries, affiliates, officers, directors, partners, agents, employees, members, managers, insurers, representatives, lawyers and law firms, and all persons acting by, through, under or in concert with them, or any of them, from any and all rights, suits, claims, actions, accounts, demands, contracts, debts, controversies, agreements, promises, liabilities, duties, obligations, costs, expenses, damages and causes of action, whether presently known or unknown, vested or contingent, suspected or unsuspected, accrued or yet to accrue, in law or in equity, which WCH Members may now or hereafter have, own or claim to have arising out of, connected with or otherwise related to or concerning the Actions, any facts, circumstances or claims which were alleged or which could have been alleged in the pleadings in the Actions, or which could have been asserted in any action or proceeding in any legal, administrative or other forum whatsoever in any jurisdiction, including, but not limited to, any legal fees, court costs or expenses relating to the Actions. THIS IS A GENERAL RELEASE. -7- b. RELEASE OF CLAIMS BY THE OC-PIN MEMBERS. All OC-PIN Members, individually and collectively, irrevocably, unconditionally and fully release and forever discharge IHHI, Mogel, PCHI, Dr. Chaudhuri, Ganesha, Thomas, MedCap (and all related and affiliated persons and entities) and their respective past and present subsidiaries, affiliates, officers, directors, partners, agents, employees, members, managers, insurers, representatives, lawyers and law firms, and all persons acting by, through, under or in concert with them, or any of them, from any and all rights, suits, claims, actions, accounts, demands, contracts, debts, controversies, agreements, promises, liabilities, duties, obligations, costs, expenses, damages and causes of action, whether presently known or unknown, vested or contingent, suspected or unsuspected, accrued or yet to accrue, in law or in equity, which OC-PIN Members may now or hereafter have, own or claim to have arising out of, connected with or otherwise related to or concerning the Actions, any facts, circumstances or claims which were alleged or which could have been alleged in the pleadings in the Actions, or which could have been asserted in any action or proceeding in any legal, administrative or other forum whatsoever in any jurisdiction, including, but not limited to, any legal fees, court costs or expenses relating to the Actions. THIS IS A GENERAL RELEASE. -8- c. Notwithstanding the foregoing, a WCH or OC-PIN Member who has not executed the Second Settlement Agreement shall not be entitled to a release herein or a release under the First Settlement Agreement. 10. Each Party acknowledges that he, she or it has been advised by counsel and is familiar with and understands the provisions of California Civil Code section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 11. Each Party hereby voluntarily and expressly waives and relinquishes each and every right or benefit which he, she or it may have under California Civil Code section 1542 to the full extent that he, she or it may lawfully waive such rights. Each Party acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it presently knows or believes to be true regarding the subject matter of the dispute, but that the intention here is to fully, finally and forever settle and release the matters, disputes, differences, now known or unknown, suspected or unsuspected, arising out of or in any way relating to the matters released pursuant to this Settlement Agreement. MISCELLANEOUS. 12. The Parties each independently represent, warrant and agree that each is now and shall remain through the Closing the sole and lawful owner of all -10- right, title and interest in and to every right, claim or other matter released herein, and that such party has not assigned or transferred or purported to or attempted to assign or transfer or had involuntary assigned or transferred to any person or entity any right, claim, or other matter released herein and that no third party is subrogated to any such rights or has any claim upon the payment being made under the terms of the First Settlement Agreement. 13. The Parties stipulate that this Second Settlement Agreement may be entered as a judgment pursuant to California Code of Civil Procedure section 664.6 and that the Orange County Superior Court shall retain jurisdiction over the parties to enforce the settlement until performance in full of the Second Settlement Agreement. For the purposes of this Second Settlement Agreement only and without affecting any other agreements which may exist between the parties, California law shall govern this Second Settlement Agreement except as to the Shareholders Agreement regarding Voting and Tag Along Rights which are governed by Nevada law. 14. The Parties agree to execute all further and additional documents and to take such other action necessary under the circumstances to accomplish the purposes set forth in this Second Settlement Agreement. Each person or entity who executes this Second Settlement Agreement acknowledges and represents that to the extent that he, she, or it is a signatory that he, she or it (a) has fully and carefully read and understands the Second Settlement Agreement; (b) has had the opportunity to be fully apprised by his, her or its attorneys of the legal effect and meaning of this Second Settlement Agreement; (c) has had the opportunity to make whatever investigation or inquiry he, she or it deemed necessary or appropriate in connection with the subject matter of this Second Settlement Agreement; (d) has been afforded the opportunity to negotiate as to any and all terms of this Second Settlement Agreement; and (e) is executing this Second Settlement Agreement voluntarily, free from undue influence, coercion, duress, menace or fraud of any kind. -11- 15. In executing this Second Settlement Agreement, the Parties hereto do not rely on any inducements, promises, or representations made by any other party other than as set forth herein. This Second Settlement Agreement together with the First Settlement Agreement contain the entire agreement and understanding between the Parties with respect to the Actions (as defined in the First Settlement Agreement) and the other subject matters set forth herein and supersedes and replaces and all prior representations, negotiations, proposed agreements, and agreements whether written or oral with respect to the Actions and other subject matter set forth herein. Except as expressly set forth herein, nothing in this Second Settlement Agreement is intended to modify, change or affect the rights or obligations of any Party to any pre-existing contracts or agreements between them. 16. The failure of any of the parties to insist upon strict adherence to any term, condition or provision of this Second Settlement Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence of that term, condition, or provision or any other term, condition, or provision of this Second Settlement Agreement. 17. Each of the signatories for the Parties declares and represents that he or she is competent and authorized to execute this Second Settlement Agreement on behalf of the Party for whom he or she is signing. -12- 18. Each Party to this Second Settlement Agreement shall bear all of his, her or its own attorneys' fees, costs and expenses as well as fees, costs and expenses of any of his, her or its advisors with respect to the matters and Actions released herein and in the negotiation and drafting of this Second Settlement Agreement. 19. This Second Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed and original but all of which shall together constitute one and the same agreement. 20. A photocopied and/or faxed signature page will suffice for the purposes of executing this Second Settlement Agreement. 21. Each OC-PIN Member who signs this Second Settlement Agreement may do so by executing a separate counterpart of the OC-PIN signature pages attached hereto. 22. Any notice required by this Second Settlement Agreement shall be made in writing and sent by certified mail, return receipt requested, DHL, Fed-Ex, Courier hand-delivered or similar means to give actual notice and proof thereof ("Dispatch") and by facsimile (if provided hereinafter) on the same day of dispatch and shall be effective upon dispatch and facsimile. Notice shall be made as follows: Dr. Anil Shah 2621 South Bristol, Suite 108 Santa Ana, CA 92704 Fax: (714) 966-0417 With copy to: Daniel J. Callahan, Esq. CALLAHAN & BLAINE 3 Hutton Centre Drive, 9th Floor Santa Ana, CA 92707 Fax: (714) 241-4445 -13- Orange County Physicians Investment Network, LLC 2621 South Bristol, Suite 304 Santa Ana, CA 92704 Fax: (714) 297-9588 With copies to: Daniel J. Callahan, Esq. CALLAHAN & BLAINE 3 Hutton Centre Drive, 9th Floor Santa Ana, CA 92707 Fax: (714) 241-4445 and William R. Mitchell, Esq. LOGAN RETOSKE, LLP 31351 Ranch Viejo Road, Suite 202 San Juan Capistrano, CA 92675 Fax: (949) 489-1257 Dr. Kali Chaudhuri Strategic Global Management, Inc. 6800 Indiana Avenue, Suite 130 Riverside, CA 92506 Fax: (951) 782-8850 With copy to: Peter J. Mort, Esq. Law Office of Peter J. Mort 41250 Gallop Lane Murrieta, CA 92562 Fax: (951) 696-9343 Pacific Coast Holdings Investment, LLC 6800 Indiana Avenue, Suite 130 Riverside, CA 92506 Fax: (951) 782-8850 and 2621 South Bristol, Suite 304 Santa Ana, CA 92704 Fax: (714) 297-9588 -14- With copy to: ---------------------- ---------------------- ---------------------- West Coast Holdings, LLC 2621 South Bristol, Suite 304 Santa Ana, CA 92704 Fax: (714) 297-9588 With copy to: ---------------------- ---------------------- ---------------------- Ganesha Realty, LLC 6800 Indiana Avenue, Suite 130 Riverside, CA 92506 Fax: (951) 782-8850 With copy to: William E. Thomas, Esq. Strategic Global Management, Inc. 6800 Indiana Avenue, Suite 130 Riverside, CA 92506 Fax: (951) 782-8850 West Coast Holdings Members -- See names and addresses below Orange County Physicians Investment Network Members - See names and addresses below The foregoing is agreed upon this ___ day of March, 2009 at Santa Ana, California. ORANGE COUNTY PHYSICIANS INVESTMENT NETWORK, LLC By: /s/ John L. Glavinovich ------------------------------------------------------ Printed Name: John L. Glavinovich, M.D. -------------------------------------------- Its: Co-Manager ----------------------------------------------------- By: /s/ Anil Shah ------------------------------------------------------ Printed Name: Anil Shah -------------------------------------------- Its: Co-Manager ----------------------------------------------------- -15- ANIL V. SHAH, M.D. /s/ Anil V. Shah - ---------------------------------------------------------- PACIFIC COAST HOLDINGS INVESTMENT, LLC By: /s/ Jacob Sweidan ------------------------------------------------------ Printed Name: Jacob Sweidan -------------------------------------------- Its: Co-Manager ----------------------------------------------------- By: /s/ Kali P. Chaudhuri ------------------------------------------------------ Printed Name: Kali P. Chaudhuri -------------------------------------------- Its: Manager ----------------------------------------------------- Acknowledged and Agreed: /s/ Surinder Dang ------------------------------------------------- Surinder Dang, M.D. KALI P. CHAUDHURI /s/ Kali P. Chaudhuri - ---------------------------------------------------------- WEST COAST HOLDINGS, LLC By: /s/ Jacob Sweidan ------------------------------------------------------ Printed Name: Jacob Sweidan -------------------------------------------- Its: Manager ----------------------------------------------------- Acknowledged and Agreed: /s/ Surinder Dang ------------------------------------------------- Surinder Dang, M.D. WEST COAST HOLDINGS MEMBERS: NAME ADDRESS Ashok Amin 9501 Montanza Way ----------------------------------- /s/ Ashok Amin Buena Park, CA 90620 - --------------------------------- ----------------------------------- Facsimile: 714-484-8807 ------------------------ -16- NAME ADDRESS Craig Brown 4131 Paseo De Las Tortucas ------------------------------------ /s/ Craig Brown Torrance, CA 90505 - --------------------------------- ------------------------------------ Facsimile: (310) 375-5929 ------------------------- Bharat Chauhan 12745 Edgefield St. ------------------------------------ /s/ Bharat Chauhan Cerritos, CA 90703 - --------------------------------- ------------------------------------ Facsimile: 714-599-9912 ------------------------- Surinder Dang ------------------------------------ /s/ Surinder Dang - --------------------------------- ------------------------------------ Facsimile: 714-751-1005 ------------------------- Fairwind Investments, LP By /s/ John Glavinovich John L. Glavinovich, M.D. ------------------------------- ------------------------------------ Its GEN. PTR. ------------------------------ Title M.D. ---------------------------- ------------------------------------ Facsimile: 949-497-9026 ------------------------- Ahmad Hajj ------------------------------------ /s/ Ahmad Hajj 1220 HEMLOCK WAY #200, SANTA ANA, CA - --------------------------------- ------------------------------------ Facsimile: (714) 433-2008 ------------------------- Joginder Jodhka ------------------------------------ /s/ Joginder Jodhka - --------------------------------- ------------------------------------ Facsimile: ------------------------- -17- NAME ADDRESS Shilpa Kapadia 750 S. Edgeview Circle ------------------------------------ /s/ Shilpa Kapadia Anaheim, CA 92808 - --------------------------------- ------------------------------------ Facsimile: ------------------------- Madhu Katakia 3222 E. Abbey Ln ------------------------------------ /s/ Madhu Katakia Orange, CA 92867 - --------------------------------- ------------------------------------ Facsimile: 714-921-8828 ------------------------- Farhat Khan ------------------------------------ - --------------------------------- ------------------------------------ Facsimile: ------------------------- Sangamitra Kothapa ------------------------------------ /s/ Sangamitra Kothapa, M.D. Inc. Sangamitra Kothapa M.D. Inc. - --------------------------------- ------------------------------------ Facsimile: ------------------------- Anthony Lee ------------------------------------ - --------------------------------- ------------------------------------ Facsimile: ------------------------- Ghan Lohiya ------------------------------------ /s/ Ghan Lohiya gslohiya@gmail.com - --------------------------------- ------------------------------------ 3-26-09 Facsimile: ------------------------- Jaime Ludmir ------------------------------------ /s/ Jaime Ludmir - --------------------------------- ------------------------------------ Facsimile: 949-548-6473 ------------------------- -18- NAME ADDRESS Ronald Mayer 100 S. Citrus Ave. ------------------------------------ /s/ Ronald Mayer LA, CA 90036 - --------------------------------- ------------------------------------ Facsimile: 323-939-5545 ------------------------- Milan Mehta 7 Caraway ------------------------------------ /s/ Milan Mehta Irvine, CA 92604 - --------------------------------- ------------------------------------ Facsimile: (949) 733-0953 ------------------------- Ajay Meka ------------------------------------ /s/ Ajay Meka - --------------------------------- ------------------------------------ Facsimile: ------------------------- Robert Melikian 3801 Katella Ave #321 ------------------------------------ /s/ Robert Melikian Los Alamitos, CA 90720 - --------------------------------- ------------------------------------ 562-594-8149 Facsimile: 562-493-4529 ------------------------- Jasvant Modi 4221 Hampstead Rd. ------------------------------------ /s/ Jasvant Modi La Canada, CA 91011 - --------------------------------- ------------------------------------ Facsimile: 818-790-9776 ------------------------- Syed Maqvi ------------------------------------ /s/ Syed Maqvi 25 TOPIARY, IRVINE, CA 92603 - --------------------------------- ------------------------------------ Facsimile: 949-548-3412 ------------------------- -19- NAME ADDRESS OC Healthcare, LLC By /S/ SYED MAQVI ------------------------------- ------------------------------------ Its ------------------------------ Title ---------------------------- ------------------------------------ Facsimile: ------------------------- Israel Rottermann 18 Kingsport Drive ------------------------------------ /s/ Israel Rottermann Newport Coast, California 92657 - --------------------------------- ------------------------------------ Facsimile: (949) 376-9568 ------------------------- Ahmed Salem P.O. Box 54262 ------------------------------------ /s/ Ahmed Salem Irvine, CA 92619 - --------------------------------- ------------------------------------ Facsimile: 866-342-2931 ------------------------- Cell # (949) 280-2801 ----------------------------- Yasser Salem 8101 Newman Ave., Suite A ------------------------------------ /s/ Yasser Salem Huntington Beach, CA 92647 - --------------------------------- ------------------------------------ Facsimile: 714-375-7933 ------------------------- Shahin Samimi P.O. Box 9126 ------------------------------------ /s/ Shahin Samimi Newport Beach, CA 92658 - --------------------------------- ------------------------------------ Facsimile: (714) 974-7284 ------------------------- R. Sankaram Dr. R. (Bob) Sankaram, M.D., Inc. ------------------------------------ 11100 Warner Avenue, Suite 260 /s/ R. Sankaram Fountain Valley, CA 92708 - --------------------------------- ------------------------------------ (714) 641-6900 Facsimile: (714) 641-3900 ------------------------- -20- NAME ADDRESS Praful Sarode 995 N. Tustin Ave #124 ------------------------------------ /s/ Praful Sarode CA 92705 - --------------------------------- ------------------------------------ Facsimile: ------------------------- Grace Sein ------------------------------------ /s/ Grace S. Sein - --------------------------------- ------------------------------------ Facsimile: ------------------------- Anil Shah 5020 Copa De Oro ------------------------------------ /s/ Anil Shah Anaheim, CA 92807 - --------------------------------- ------------------------------------ Facsimile: 714-279-9588 ------------------------- Jacob Sweidan 1048 Irvine Ave #361 ------------------------------------ /s/ Jacob Sweidan Newport Beach, CA 92660 - --------------------------------- ------------------------------------ Facsimile: 949-203-6380 ------------------------- Patrick Walsh 12 Meryton ------------------------------------ /s/ P. Walsh, M.D. Irvine, CA 92603 - --------------------------------- ------------------------------------ Facsimile: 949-509-9941 ------------------------- Barry Weiss ------------------------------------ /s/ Barry Weiss - --------------------------------- ------------------------------------ Facsimile: ------------------------- Amer Zarka 4 Mountainbrook ------------------------------------ /s/ Amer Zarka Irvine, CA 92620 - --------------------------------- ------------------------------------ Facsimile: (714) 389-9833 ------------------------- -21- ORANGE COUNTY PHYSICIANS INVESTMENT NETWORK, LLC MEMBERS: NAME ADDRESS Ashok Amin 9501 Montanza Way ------------------------------------ /s/ Ashok Amin Buena Park, CA 90620 - --------------------------------- ------------------------------------ Facsimile: 714-484-8807 ------------------------- Craig Brown 4131 Paseo De Las Tortugas ------------------------------------ /s/ Craig P. Brown Torrance, CA 90505 - --------------------------------- ------------------------------------ Facsimile: (310) 375-5929 ------------------------- Bharat Chauhau 12745 Edgefield St. ------------------------------------ /s/ Bharat Chauhau Cerritos, CA 90703 - --------------------------------- ------------------------------------ Facsimile: 714-599-9912 ------------------------- Surinder Dang ------------------------------------ /s/ Surinder Dang - --------------------------------- ------------------------------------ Facsimile: 714-751-1005 ------------------------- Fairwind Investments, LP By /S/ John L. Glavinovich 456 Panorama Dr. ------------------------------- ------------------------------------ Its John L. Glavinovich, M.D. Laguna Beach, CA 92651 ------------------------------ ------------------------------------ Title Gen Ptr Facsimile: 949-497-9026 ---------------------------- ------------------------- -22- Ahmad Hajj 1220 Hemlock Way #200 ------------------------------------ /s/ Ahmad Hajj Santa Ana, CA - --------------------------------- ------------------------------------ Facsimile: (714) 433-2008 ------------------------- Joginder Jodhka ------------------------------------ /s/ Joginder Jodhka - --------------------------------- ------------------------------------ Facsimile: ------------------------- Shilpa Kapadia 750 S. Edgeview Circle ------------------------------------ /s/ Shilpa Kapadia Anaheim, CA 92808 - --------------------------------- ------------------------------------ Facsimile: ------------------------- Madhu Katakia 3222 E. Abbey Ln ------------------------------------ /s/ Madhu Katakia Orange, CA 92867 - --------------------------------- ------------------------------------ Facsimile: 714-921-8828 ------------------------- Farhat Khan ------------------------------------ - --------------------------------- ------------------------------------ Facsimile: ------------------------- Sangamitra Kothapa ------------------------------------ /s/ Sangamitra Kotapa MD Inc. Sangamitra Kothapa M.D. Inc. - --------------------------------- ------------------------------------ Facsimile: ------------------------- Anthony Lee ------------------------------------ - --------------------------------- ------------------------------------ Facsimile: ------------------------- -23- Ghan Lohiya Gslohiya@gmail.com ------------------------------------ /s/ Ghan Lohiya - --------------------------------- ------------------------------------ 3-26-09 Facsimile: ------------------------- Jaime Ludmir ------------------------------------ /s/ Jaime Ludmir - --------------------------------- ------------------------------------ Facsimile: 949-548-6473 ------------------------- Ronald Mayer 100 S. Citrus Ave. ------------------------------------ /s/ Ronald Mayer LA, CA 90036 - --------------------------------- ------------------------------------ Facsimile: 323-939-5545 ------------------------- Milan Mehta 7 Caraway ------------------------------------ /s/ Milan Mehta Irvine, CA 92604 - --------------------------------- ------------------------------------ Facsimile: (949) 733-0953 ------------------------- Ajay Meka ------------------------------------ /s/ Ajay Meka - --------------------------------- ------------------------------------ Facsimile: ------------------------- Robert Melikian 3801 Katella Ave #321 ------------------------------------ /s/ Robert Melikian Los Alamitos, CA 90720 - --------------------------------- ------------------------------------ 562-594-8149 Facsimile: 502-493-4529 ------------------------- Jasvant Modi 4221 Hampstead Rd. ------------------------------------ /s/ Jasvant Modi La Canada, CA 92011 - --------------------------------- ------------------------------------ Facsimile: 818-790-9776 ------------------------- -24- Syed Maqvi 25 Topiary ------------------------------------ /s/ Syed Maqvi Irvine, CA 92603 - --------------------------------- ------------------------------------ Facsimile: ------------------------- OC Healthcare, LLC By /s/ Syed Maqvi ------------------------------- ------------------------------------ Its ------------------------------ ------------------------------------ Title Facsimile: ---------------------------- -------------------------- Israel Rottermann ------------------------------------ /s/ Israel Rottermann - --------------------------------- ------------------------------------ Facsimile: (949) 376-9568 ------------------------- Ahmed Salem P.O. BOX 54262 ------------------------------------ /s/ Ahmed Salem Irvine, CA 92619 - --------------------------------- ------------------------------------ Cell: 949-280-7801 ------------------------------ Facsimile: 866-342-2931 ------------------------- Yasser Salem ------------------------------------ /s/ Yasser Salem - --------------------------------- ------------------------------------ Facsimile: ------------------------- Shahin Samimi P.O. Box 9126 ------------------------------------ /s/ Shahin Samimi Newport Beach, CA 92658 - --------------------------------- ------------------------------------ Facsimile: (714) 979-7284 ------------------------- -25- R. Sankaram Dr. R. (Bob) Sankaram, M.D., Inc. ------------------------------------ 11100 Warner Ave., Suite 260 /s/ R. Sankaram Fountain Valley, CA 92708 - --------------------------------- ------------------------------------ (714) 641-6900 Facsimile: (714) 641-3900 ------------------------- Praful Sarode 919 N. Tustin Ave #124 ------------------------------------ /s/ Praful Sarode Santa Ana, CA 92705 - --------------------------------- ------------------------------------ Facsimile: ------------------------- Grace Sein ------------------------------------ /s/ Grace S. Sein - --------------------------------- ------------------------------------ Facsimile: ------------------------- Anil Shah ------------------------------------ /s/ Anil Shah - --------------------------------- ------------------------------------ Facsimile: ------------------------- Jacob Sweidan 1048 Irvine Avenue #351 ------------------------------------ Jacob Sweidan Newport Beach, CA 92660 - --------------------------------- ------------------------------------ Facsimile: 949-203-6380 ------------------------- Patrick Walsh ------------------------------------ /s/ P. Walsh, M.D. - --------------------------------- ------------------------------------ Facsimile: ------------------------- Barry Weiss ------------------------------------ /s/ Barry Weiss - --------------------------------- ------------------------------------ Facsimile: ------------------------- Amer Zarka ------------------------------------ /s/ Amer Zarka - --------------------------------- ------------------------------------ Facsimile: ------------------------- -26- GANESHA REALTY, LLC By: /s/ Kali P. Chaudhuri ------------------------------ Printed Name: Kali P. Chaudhuri -------------------- Its: Manager/Owner ----------------------------- -27- EX-24 3 chaudhuri_sc13da-ex24.txt SHAREHOLDERS AGREEMENT EXHIBIT 24 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made as of April 2, 2009 (the "Effective Date") by and among Dr. Kali P. Chaudhuri ("Dr. Chaudhuri"), Dr. Anil V. Shah ("Dr. Shah"), Orange County Physicians Investment Network, LLC ("OC-PIN"), and the members of OC-PIN who are signatories hereto (the "OC-PIN Members"). RECITALS WHEREAS, each of the parties hereto are also party to (a) that certain Settlement Agreement, General Release and Covenant Not to Sue of even date herewith (the "Settlement Agreement") by and among Integrated Healthcare Holdings, Inc. (the "Company"), Dr. Shah, OC-PIN, Bruce Mogel, Pacific Coast Holdings Investment, LLC, West Coast Holdings, LLC, Dr. Chaudhuri, Ganesha Realty, LLC, William E. Thomas ("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 (collectively "MedCap"), and (b) that certain Settlement Agreement No. 2 of even date herewith (the "Second Settlement Agreement") by and among Dr. Shah, OC-PIN, the members of OC-PIN, Pacific Coast Holdings Investment, LLC, West Coast Holdings, LLC, the members of WCH, Dr. Chaudhuri and Ganesha Realty, LLC. WHEREAS, in connection execution of the Settlement Agreement and the Second Settlement Agreement, the parties desire to enter into this Agreement as set forth herein. AGREEMENT The parties hereby agree as follows: 1. DIRECTOR NOMINATION AND VOTING. (a) NOMINATION AND VOTING. Dr. Chaudhuri, OC-PIN and Dr. Shah agree that, at each annual meeting of the stockholders of the Company, or at any other meeting of the stockholders of the Company at which members of the Board of Directors of the Company (the "Board") are to be elected, or whenever members of the Board are to be elected by written consent of the stockholders, Dr. Chaudhuri and OC-PIN shall nominate, in accordance with the Bylaws of the Company, and Dr. Chaudhuri, OC-PIN and Dr. Shah shall vote in favor of or in a manner to ensure election of, the following individuals as directors of the Company, which votes shall be cast in the minimum number of votes (up to all shares which are beneficially owned by such party now or which may be owned by such party from time to time in the future), and taking into account the votes cast by other shareholders, that are necessary at any meeting or action by written consent to elect the groups of directors in the order of priority set forth below: (i) First, up to four (4) individuals designated by Dr. Chaudhuri, PROVIDED, HOWEVER, that during such time as the Company is required by one or more agreements with MedCap to maintain a Board with a majority of Independent Directors (as such term defined in the credit agreements between the Company and MedCap), at least three of the four individuals designated under this paragraph shall be Independent Directors; and 1 (ii) Secondly, up to two (2) individuals designated by OC-PIN, PROVIDED, HOWEVER, that during such time as the Company is required by one or more agreements with MedCap to maintain a Board with a majority of Independent Directors (as such term defined in the credit agreements between the Company and MedCap), at least one of the two individuals designated under this paragraph shall be Independent Directors; and (iii) Lastly, one individual, who shall at all times be the then-current Chief Executive Officer of the Company. (b) REMOVAL. Following the Company's 2009 Annual Meeting of Stockholders and for the term of this Section 1, each of Dr. Chaudhuri and OC-PIN shall have the right to request the removal of any director which is designated by them respectively under Sections 1(a)(i) or (ii) to the extent permitted under applicable law and the Articles and Bylaws of the Company. In such event, the director shall immediately be subject to removal by a vote of the stockholders of the Company, subject to applicable law and the Articles and Bylaws of the Company, and each of Dr. Chaudhuri, OC-PIN and Dr. Shah shall vote their shares and take such other actions so as to ensure the removal of such director, including calling a special meeting or taking action by written extent to the extent permitted. (c) VACANCIES. In the event there are one or more vacancies on the Board, each of Dr. Chaudhuri and OC-PIN shall call a special meeting of stockholders (to the extent permitted) as soon as practicable, and take such other actions as are permitted by applicable law and the Company's Articles of Incorporation and Bylaws, for the purpose of nominating and electing person(s) to fill such vacancy(s) in order to ensure that up to four (4) nominees selected by Dr. Chaudhuri and up to two (2) nominees selected by OC-PIN shall at all times be seated as directors of the Company, consistent with the provisions of Section 1(a)(i) and (ii). If at any time less than all seven (7) director seats are up for election, nominations in accordance with the bylaws of the Company and voting shall be done to ensure that up to four (4) nominees selected by Dr. Chaudhuri and up to two (2) nominees selected by OC-PIN and the Chief Executive Officer shall at all times be seated as directors of the Company, consistent with the provisions of Section 1(a). (d) NON-INDEPENDENT DIRECTORS. In the event the Company is no longer under a covenant or other obligation to maintain a board of directors consisting of specified number or percentage of Independent Directors, Dr. Chaudhuri and OC-PIN will be free to nominate, in accordance with the bylaws of the Company, and Dr. Chaudhuri, OC-PIN and Dr. Shah shall be free to vote in favor of, individuals who are not Independent Directors, subject to compliance with applicable law and the rules and regulations of the Securities and Exchange Commission and any exchange or quotation system on which the Company's shares are then listed. However, each of Dr. Chaudhuri and OC-PIN must continue to nominate and, each of Dr. Chaudhuri, OC-PIN and Dr. Shall must continue to vote, their respective shares to ensure that up to four nominees designated by Dr. Chaudhuri and up to two nominees designated by OC-PIN shall at all times be seated as directors of the Company, consistent with the provisions of Section 1(a)(i) and (ii). 2 (e) NO VOTING OR CONFLICTING AGREEMENTS. Neither Dr. Chaudhuri, OC-PIN nor Dr. Shah shall vote for any resolution (including any amendment or change to the Articles of Incorporation or Bylaws of the Company) providing for the election of more or less than seven (7) directors, or take any other action inconsistent with this Agreement or having the effect of blocking or frustrating any of the purposes or intents of any provisions of this Agreement. Neither Dr. Chaudhuri, OC-PIN nor Dr. Shah shall grant any proxy, or enter into or agree to be bound by any voting trust with respect to the shares held by such party, nor shall any such party enter into any stockholder agreements or arrangements of any kind with any person with respect to their shares, in each case which are inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other stockholders of the Company that are not parties to this Agreement). Neither Dr. Chaudhuri, OC-PIN nor Dr. Shah shall act, for any reason, as a member of a group or in concert with any other persons in connection with the acquisition, disposition or voting of shares of the Company's capital stock in any manner which is inconsistent with the provisions of this Agreement. (f) NON-CUMULATIVE VOTING. Dr. Chaudhuri, OC-PIN and Dr. Shah shall make such elections and vote their shares to ensure that non-cumulative voting is used in the election of directors of the Company, to the extent permitted by law. (g) TRANSFERS OF SHARES. (i) In the event that OC-PIN dissolves or makes a complete liquidating distribution of Company stock to its members (an "OC-PIN Dissolution"), then OC-PIN's right to designate up to two individuals for election to the Board under Section 1(a)(ii) (the "Designation Right") is hereby automatically assigned to Dr. Shah, and Dr. Shah assumes and agrees to be bound by the obligation to vote the shares which he beneficially owns now or may beneficially own from time to time in the future in accordance with this Section 1 with respect to the four individuals designated by Dr. Chaudhuri, the two OC-PIN designees and the Chief Executive Officer as provided in Section 1(a) (the "Voting Obligation"). In the event of an OC-PIN Dissolution, Dr. Shah agrees to accept the Designation Right and continue to be bound and vote in accordance with the Voting Obligation with respect to shares that he beneficially owns now or may beneficially own from time to time in the future. (ii) In the event that Dr. Chaudhuri, OC-PIN or Dr. Shah sells, distributes or otherwise transfers any shares of the Company, except for shares sold on the open market through a broker (E.G., through the OTC Bulletin Board), then their respective obligations under this Section 1 shall continue to apply to all shares that are so transferred, and each of them shall first obtain the written consent of each transferee of his shares to be bound by this Section 1 prior to transferring any such shares. If either Dr. Chaudhuri, OC-PIN or Dr. Shah transfers or distributes shares of Company stock without complying with the requirements of this paragraph, then the other party's obligations to vote his or its shares under this Section 1 shall be forever released and forgiven, but his or its rights under this Section 1 shall not be released or forgiven. (h) NO EFFECT ON COMPANY. The parties recognize that this Agreement is a contract between shareholders to which the Company is not a party. Nothing herein is intended to limit or otherwise affect the rights, obligations and duties of the Company's Board of Directors or its Nominations and Governance Committee under applicable law with regards to the matters covered by this Section 1. 3 (i) DR. SHAH. Notwithstanding anything to the contrary contained herein or in any other agreement, Dr. Anil Shah covenants and agrees that, during the term the MedCap credit facilities are in place at IHHI, he will not serve or accept any nomination or appointment as director, officer or employee of the Company or any of its subsidiaries. In the event that a party proposes to nominate a director whose election would cause a default in any then existing IHHI loan agreement, the obligation to vote in accordance with Section 1 of the Shareholder Agreement would be suspended for that election only and each party shall be entitled to nominate and vote for directors independent of the Shareholder Agreement. (j) FAILURE TO VOTE; PROXY GRANT. In the event that Dr. Chaudhuri, OC-PIN or Dr. Shah, shall fail to vote his or its shares in the manner set forth in this Section 1 (a "Voting Breach"), the breaching party shall be deemed immediately upon the existence of such breach to have granted to the Chief Executive Officer of the Company, as the proxy of the party with respect to the matters set forth herein, and hereby authorizes him to represent and vote such party's shares to ensure that such shares will be voted as set forth in this Section 1. If the Chief Executive Officer of the Company does not agree to serve as proxy, then Dr. Chaudhuri will act as proxy for OC-PIN's and Dr. Shah's shares solely to vote such shares in a manner consistent with this Section 1, and Dr. Shah will act as proxy for Dr. Chaudhuri's shares solely to vote such shares in a manner consistent with this Section 1. Each of Dr. Chaudhuri, OC-PIN and Dr. Shah acknowledge that each proxy granted hereby, including any successive proxy if need be, is given to secure the performance of a duty, is coupled with an interest, and shall be irrevocable until the duty is performed. Each party hereto hereby revokes any and all previous proxies with respect to the shares of the Company's capital stock. In addition, in the event of a Voting Breach, the non-breaching party shall be relieved of any future obligations under this Section 1. (k) NO LIABILITY FOR ELECTION OF RECOMMENDED DIRECTORS. Neither Dr. Chaudhuri, OC-PIN nor Dr. Shah makes any representation or warranty to the other as to the fitness or competence to serve of any individuals nominated or elected by them pursuant to this Agreement. (l) BENEFICIAL OWNERSHIP. For purposes of this Agreement, the term "beneficial ownership" of shares or similar terms shall be determined in accordance with the provisions of Rule 13d-3(a) through (c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (i) Dr. Chaudhuri represents and warrants to each of the other parties hereto that, as of the Effective Date (and not including shares issuable to him under his Stock Purchase Agreement referenced in the Settlement Agreement), he beneficially owns 98,001,334 shares of common stock of the Company (the "Common Stock"). (ii) Dr. Shah represents and warrants to each of the other parties hereto that, as of the Effective Date (and not including shares issuable to him under his Stock Purchase Agreement referenced in the Settlement Agreement), he beneficially owns 5,112,000 shares of Common Stock, and he has a 45-48% economic interest in OC-PIN. 4 (iii) OC-PIN represents and warrants to each of the other parties hereto that, as of the Effective Date (and not including shares issuable to it under its Stock Purchase Agreement referenced in the Settlement Agreement), it beneficially owns 59,098,430 shares of Common Stock of the Company. (m) TERMINATION. Subject to possible earlier termination under Section 3, all of the parties' respective rights and obligations under this Section 1 shall terminate immediately following the 2011 Annual Meeting of Stockholders of the Company, except that: (i) Dr. Chaudhuri's right to designate director nominees hereunder and the other parties' obligations to nominate and vote in favor of such nominees shall terminate earlier in the event that Dr. Chaudhuri no longer beneficially owns a number of shares of Common Stock equal to the sum of at least 50% of the number of shares of Common Stock that he beneficially owns as of the Effective Date plus the number of shares of Common Stock purchased by him pursuant to his Stock Purchase Agreement referenced in the Settlement Agreement; (ii) OC-PIN's right to designate director nominees hereunder and the other parties' obligations to nominate and vote in favor of such nominees shall terminate earlier in the event that OC-PIN no longer beneficially owns a number of shares of Common Stock equal to the sum of at least 50% of the number of shares of Common Stock that it beneficially owns as of the Effective Date plus the number of shares of Common Stock purchased by it pursuant to its Stock Purchase Agreement referenced in the Settlement Agreement; and (iii) Dr. Shah's right to designate director nominees hereunder after the OC-PIN Dissolution and the other parties' obligations to nominate and vote in favor of such nominees shall terminate earlier in the event that Dr. Shah ceases to beneficially own, after the OC-PIN Dissolution, at least 50% of the aggregate number of (A) shares of Common Stock that he beneficially owns as of the Effective Date, (B) shares of Common Stock purchased by him pursuant to his Stock Purchase Agreement referenced in the Settlement Agreement, plus (C) shares of Common Stock that are beneficially received by him or beneficially distributed to him from OC-PIN, whether in the OC-PIN Dissolution, by purchase or otherwise. (n) RESTRICTIVE LEGEND. Each of Dr. Chaudhuri, OC-PIN and Dr. Shah agree that all certificates evidencing shares of Company stock beneficially owned by them or acquired after the date hereof (including shares purchased pursuant to the Stock Purchase Agreements Settlement Agreement) will be submitted to the Company at the Closing (or such later time as the shares are acquired) in order to be modified to bear a legend reading substantially as follows, which legend shall remain until the termination of their respective obligations under this Section 1, at which point they may submit the share certificates to be reissued without legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH SHAREHOLDERS AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS." 5 2. TAG ALONG RIGHTS. (a) TAG ALONG RIGHTS. Subject to other provisions hereof, in the event that Dr. Chaudhuri, on the one hand, or OC-PIN or any OC-PIN Member (including, but not limited to, Dr. Shah), on the other hand, or any of their respective Affiliates (each, a "Purchasing Shareholder"), proposes to buy or otherwise acquire from the Company or any other person or entity beneficial ownership of any additional shares of capital stock of the Company (the "Tag Shares"), then the Purchasing Shareholder shall first offer for sale to the other party (determined in the manner set forth in paragraph (c) below) (the "Tagging Shareholder") the right to buy (or in the discretion of the Purchasing Shareholder, the Purchasing Shareholder may arrange for the Tagging Shareholder to enter into a direct purchase agreement with the seller of the Tag Shares) such portion of the Tag Shares available after ensuring that Dr. Chaudhuri owns at least 51% of the issued and outstanding voting shares of the Company (the "Tag Along Right"). Such 51% target shall be calculated (i) after giving effect to the issuance of the Tag Shares which are the subject of a Tag Notice, and (ii) without giving effect to any other shares which were previously the subject of a Tag Notice and were not acquired by the Tagging Shareholder. (b) AFFILIATE STATUS. For purposes of this Section 2, the term "Affiliate" shall have the meaning specified in Rule 12b-2 under the Exchange Act of 1934. The Parties agree that William E. Thomas shall not be deemed to be an Affiliate of Dr. Chaudhuri. (c) HOLDERS OF TAG ALONG RIGHTS. In case Dr. Chaudhuri or any of his Affiliates is the Purchasing Shareholder, the Tag Along Right shall belong to the OC-PIN Members (and not OC-PIN) on a pro-rata basis based upon their respective percentage ownership of OC-PIN and the IHHI stock holdings of OC-PIN at the time of the Tag Notice; PROVIDED, HOWEVER, that if any OC-PIN Member who is a member of West Coast Holdings, LLC ("WCH") does not execute the Second Settlement Agreement or opposes a proposed liquidating distribution or dissolution of WCH, such OC-PIN Member shall not have any Tag Along Rights in respect of shares acquired by Dr. Chaudhuri nor shall Dr. Chaudhuri have any obligation to provide Tag Along Rights to such OC-PIN Member or with respect to such member's interest in OC-PIN. In case OC-PIN or any of the OC-PIN Members is the Purchasing Shareholder, the Tag Along Right shall belong to Dr. Chaudhuri. OC-PIN and the OC-PIN Members do not have Tag Along Rights with respect to each other's shares. (d) EXCEPTIONS. The Tag Along Right shall not apply to: (i) shares purchased pursuant to the Stock Purchase Agreements referenced in the Settlement Agreement, or (ii) transfers by a party to any Affiliate of such party for no value which are made pursuant to the laws of descent or distribution or primarily for estate planning purposes, provided that the transferee agrees to be bound in writing by the obligations of the transferor under this Agreement. 6 (e) PROCEDURE FOR EXERCISE. The procedure for exercise of the Tag Along Right is as follows: the Purchasing Shareholder shall give written notice to the Tagging Shareholder of the Purchasing Shareholder's intention to acquire the Tag Shares and the price for such shares (the "Tag Notice"). The Tagging Shareholder shall have thirty (30) calendar days from the date the Tag Notice is given to notify the Purchasing Shareholder in writing of such Tagging Shareholder's irrevocable election to buy the Tag Shares (the "Tag Acceptance"). The failure of a Tagging Shareholder to provide a Tag Acceptance within such timeframe shall be deemed an irrevocable commitment not to exercise such party's Tag Along Right, but only as to those Tag Shares for which the Tagging Shareholder failed to provide a timely Tag Acceptance. (f) ACCEPTANCE OF SHARES. Within five (5) business days after sending the Tag Acceptance, each Tagging Shareholder exercising the Tag Along Right shall (i) deposit into an escrow account designated by the Purchasing Shareholder all funds necessary to pay for the shares specified in the Tag Acceptance, (ii) provide a written representation to the Purchasing Shareholder (if the transaction is a private transaction) that such party is an accredited investor (as defined in Regulation D under the Securities Act of 1933, as amended) and (iii) provide to the Purchasing Shareholder written confirmation of such party's percentage ownership interest in the Company (and also such party's interest in OC-PIN in the case of the OC-PIN Members). (g) RE-OFFER OF TAG ALONG RIGHTS. In the event that Dr. Chaudhuri is the Purchasing Shareholder and any eligible OC-PIN Member does not timely advise Dr. Chaudhuri in writing of his or her election to buy the shares or fails to timely deposit the necessary funds or provide the written representations within the timeframes set forth in paragraph (c) above, then such OC-PIN Member's Tag Along Right shall be re-offered pro-rata to the other OC-PIN Members who have timely given irrevocable notice of an intention to purchase and have timely deposited the necessary funds and representations (based on their respective pro-rata interests in OC-PIN). If there are any unsubscribed shares during this second offering, those unsubscribed shares will continue to be re-offered up to two more times (within the five (5) business days described below) or until there are no further buyers or all of the shares offered are purchased. The reofferings shall all occur within five (5) business days from the conclusion of the initial thirty (30) calendar day notice, and the purchasing shareholders shall make an additional deposit of funds for the purchase of such reoffered shares into escrow within such five (5) business day period. (h) CLOSINGS. The closing of the purchase of subscribed and reoffered shares shall occur at the time and on the conditions set forth in the notice and purchase documents, not to exceed ten (10) days following the expiration of the thirty (30) day notice and five (5) business day reoffering period. (i) RELIANCE ON OC-PIN LIST OF MEMBERS. The names and signatures of the OC-PIN Members are set forth in the signature pages hereto. Dr. Chaudhuri is entitled to rely on this list as accurate unless such list is supplemented by a writing signed by OC-PIN and the affected OC-PIN Member. OC-PIN shall require any new members to become signatories and be bound by the terms of this Agreement concurrent with their becoming members of OC-PIN and shall provide Dr. Chaudhuri with an updated list and signature pages joining the new members to this Agreement as soon as possible (and in any event no later than seven (7) days thereafter). Upon Dr. Chaudhuri's notice to OC-PIN and the OC-PIN Members of the opportunity to purchase shares pursuant to the Tag Along Right, OC-PIN shall provide to Dr. Chaudhuri a verified list of the then-existing members of OC-PIN and each of their percentage ownership in OC-PIN as of the date of Dr. Chaudhuri's notice. 7 (j) NO ASSIGNMENT. The Tag Along Right is not assignable or transferable to any other person or entity, except that the rights of a party as a Tagging Shareholder and the obligations of a party as a Purchasing Shareholder under this Section 2 may be transferred together (and in no event separately) to any transferee of Company stock who is a family member of the transferor and who receives such stock by will, trust or under the laws of descent and distribution and who agrees in writing to be bound by the provisions of this Agreement. (k) SECTION 16(B) COMPLIANCE. Notwithstanding the foregoing, upon the request of any party which is subject to Section 16(b) of the Exchange Act, if any proposed transaction under this Section 2 would result in liability of a party under Section 16(b) of the Exchange Act, the parties shall reasonably cooperate with each other to structure the proposed transaction in a manner to eliminate such liability while complying in all respects with applicable law. (l) TERMINATION. Subject to possible early termination under Section 3, the rights and obligations of the parties under this Section 2 shall terminate three (3) years following the Effective Date, PROVIDED, HOWEVER, that this Section 2 shall continue to apply after three (3) years following the Effective Date (but subject to possible early termination under Section 3) to acquisitions of Company stock by Dr. Chaudhuri or any of his Affiliates upon exercise of warrants acquired from Affiliates or subsidiaries of Medical Capital Corporation under that certain Option and Standstill Agreement, dated as of July 18, 2008, as amended on January 30, 2009 (the "MedCap Warrants"). In no event shall this Section 2 apply to any acquisitions of stock or exercise of any options or warrants by either party, other than the MedCap Warrants, after three (3) years following the Effective Date. 3. TERMINATION. Unless earlier terminated under Sections 1(m) or 2(l), this Agreement shall terminate in its entirety upon the earlier of (a) the sale of the Company (through a merger, consolidation or sale of all or substantially all of its assets, other than a merger, consolidation or sale of assets to an entity that is majority owned or controlled by the Company), or (b) the acquisition by a single purchaser of all of the issued and outstanding shares of capital stock of the Company. 4. MISCELLANEOUS. (a) MODIFICATIONS. No provision of this Agreement may be amended, waived or modified other than by in writing signed by each party hereto. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. 8 (b) SEVERABILITY. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original. (c) COOPERATION. Each of the parties shall exercise commercially reasonable efforts and cooperation as may be required to complete the transactions contemplated by this Agreement, and each party shall execute and deliver such further documents or instruments required by the other party as may be reasonably necessary or desirable to give effect to this Agreement and carry out its provisions. (d) EXPENSES. Each party to this Agreement will bear all of its own costs and expenses incurred by it in negotiating this Agreement and in closing and carrying out the transactions contemplated by this Agreement. (e) GOVERNING LAW; VENUE. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without reference to conflicts of law principles. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America, in each case located in the County of Orange, for any lawsuit, action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any lawsuit, action or proceeding relating thereto except in such courts). Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any lawsuit, action or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in the County of Orange, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such lawsuit, action or proceeding brought in any such court has been brought in an inconvenient forum. (f) SUCCESSORS AND ASSIGNS. Except as otherwise set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. (g) COUNTERPARTS; DELIVERY BY FACSIMILE. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or PDF attachment to electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation of a contract and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity. 9 (h) SEVERABILITY. If any provision of this Agreement, or the application of any such provision to any person or circumstances, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby, and such invalid provisions shall be given the maximum effect permitted by applicable law. (i) THIRD PARTIES. No provision of this Agreement is intended to benefit any third party. (j) HEADINGS, INTERPRETATION, GENDER. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed followed by the words "without limitation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against party, whether under any rule of construction or otherwise. No party to this Agreement shall be considered the draftsman. On the contrary, this Agreement has been reviewed, negotiated and accepted by all parties and their attorneys and shall be construed and interpreted according to the ordinary meaning of the words so as fairly to accomplish the purposes and intentions of all the parties. (k) REMEDIES. In the event of a breach by any party of its respective obligations under this Agreement, other party, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Each party agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. (l) NOTICES. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered or sent by telecopy (with hard copy to follow), (ii) one business day following the day when deposited with a reputable and established overnight express courier (charges prepaid), or (iii) five days following mailing by certified mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands and communications to the parties shall be sent to the addresses indicated for each party on the signature pages hereto. (m) FILING DATE AND DAY FOR TAKING ACTION. When the day, or the last day, for taking any action hereunder falls on Saturday, Sunday or a holiday, the action may be taken on the next succeeding business day. [Signature pages follow] 10 IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. DR. KALI P. CHAUDHURI ADDRESS: c/o Strategic Global Management, Inc. 6800 Indiana Avenue, Suite 130 /s/ Kali P. Chaudhuri Riverside, CA 92506 - ---------------------------------------- Fax: (951) 782-8850 WITH COPY TO: Peter J. Mort, Esq. Law Office of Peter J. Mort 41250 Gallop Lane Murrieta, CA 92562 Fax: (951) 696-9343 ORANGE COUNTY PHYSICIANS ADDRESS: INVESTMENT NETWORK, LLC 2621 South Bristol, Suite 304 Santa Ana, CA 92704 Fax: (714) 297-9588 By: /s/ John L. Glavinovich ------------------------------------- WITH COPY TO: Name: John L. Glavinovich, M.D. Callahan & Blaine ----------------------------------- 3 Hutton Centre Drive, Ninth Floor Santa Ana, CA 92707 Its: Co-Manager (714) 241-4445 (facsimile) ----------------------------------- Attn: Daniel J. Callahan By: /s/ Anil Shah ------------------------------------ Name: Anil Shah M.D. ----------------------------------- Its: Co-Manager ------------------------------------ DR. ANIL V. SHAH ADDRESS: 2621 South Bristol, Suite 304 Santa Ana, CA 92704 /s/ Anil Shah Fax: (714) 297-9588 - ---------------------------------------- WITH COPY TO: Callahan & Blaine 3 Hutton Centre Drive, Ninth Floor Santa Ana, CA 92707 (714) 241-4445 (facsimile) Attn: Daniel J. Callahan 11 Orange County Physicians Investment Network Members: NAME ADDRESS Ashok Amin 9501 Montanza Way -------------------------------------- /s/ Ashok Amin Buena Park, CA 90620 - ---------------------------------------- -------------------------------------- Facsimile: 714-484-8807 ---------------------------- Craig Brown 4131 Paseo de las Tortugas -------------------------------------- /s/ Craig Brown Torrance, CA 90505 - ---------------------------------------- -------------------------------------- Facsimile: (310) 375-5929 ---------------------------- Bharat Chauhan 12745 Edgefield St. -------------------------------------- /s/ S Bharat Chauhan Cerritos, CA 90703 - ---------------------------------------- -------------------------------------- Facsimile: 714-599-9912 ---------------------------- Surinder Dang -------------------------------------- /s/ Surinder Dang - ---------------------------------------- -------------------------------------- Facsimile: 714-751-1005 ---------------------------- Fairwind Investments, LP By /s/ John L. Glavinovich John L. Glavinovich, M.D. -------------------------------------- -------------------------------------- Its General Partner ------------------------------------- Title M.D. ----------------------------------- -------------------------------------- Facsimile: 949-497-9026 ---------------------------- Ahmad Hajj 1220 Hemlock Way #220 -------------------------------------- /s/ Ahmad Hajj Santa Ana, CA - ---------------------------------------- -------------------------------------- Facsimile: (714) 433-2008 ---------------------------- 12 Joginder Jodhka -------------------------------------- /s/ Joginder Jodhka - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Shilpa Kapadia 750 S. Edgeview Circle -------------------------------------- /s/ Shilpa Kapadia Anaheim, CA 92808 - ---------------------------------------- -------------------------------------- Facsimile: 714-283-1333 ---------------------------- Madhu Katakia 3222 E. Abbey Ln - ---------------------------------------- -------------------------------------- /s/ Madhu Katakia Orange, CA 92867 - ---------------------------------------- -------------------------------------- Facsimile: 714-921-8828 ---------------------------- Farhat Khan -------------------------------------- - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Sangamitra Kothapa -------------------------------------- /s/ Sangamitra Kothapa - ---------------------------------------- -------------------------------------- Facsimile: Sangamitra Kothapa MD Inc. ---------------------------- Anthony Lee -------------------------------------- - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Ghan Lohiya -------------------------------------- Ghan Lohiya - ---------------------------------------- -------------------------------------- 3-26-09 Facsimile: gslohiya@gmail.com ---------------------------- 13 NAME ADDRESS Jaime Ludmir -------------------------------------- /s/ Jamie Ludmir - ---------------------------------------- -------------------------------------- Facsimile: 949-548-6473 ---------------------------- Ronald Mayer 100 S. Citrus Ave. -------------------------------------- /s/ Ronald Mayer Los Angeles, CA 90036 - ---------------------------------------- -------------------------------------- Facsimile: 323-939-5545 ---------------------------- Milan Mehta 7 Caraway -------------------------------------- /s/ Milan Mehta Irvine, CA 92604 - ---------------------------------------- -------------------------------------- Facsimile: (949) 733-0953 ---------------------------- Ajay Meka -------------------------------------- /s/ Ajay Meka - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Robert Melikian 3801 Katella Ave #321 -------------------------------------- /s/ Robert Melikian Los Alamitos, CA 90720 - ---------------------------------------- -------------------------------------- 562-594-8149 Facsimile: 562-493-4529 ---------------------------- Jasvant Modi 4221 Hampstead Rd. -------------------------------------- /s/ Jasvant Modi La Canada, CA 91011 - ---------------------------------------- -------------------------------------- Facsimile: 818-790-9776 ---------------------------- Syed Maqvi 25 Topiary -------------------------------------- /s/ Syed Maqvi Irvine, CA 92603 - ---------------------------------------- -------------------------------------- Facsimile: 949-548-3412 ---------------------------- 14 NAME ADDRESS OC Healthcare, LLC By /s/ Syed Maqvi 1440 S. State College Blvd., Suite 4-H -------------------------------------- -------------------------------------- Its Syed Maqvi ------------------------------------- Anaheim, CA 92806 Title Member -------------------------------------- ----------------------------------- Facsimile: 949-625-8875 ---------------------------- By /s/ Adil Karamally -------------------------------------- Its Adil Karamally ------------------------------------- Title Member ----------------------------------- Israel Rottermann -------------------------------------- /s/ Israel Rottermann - ---------------------------------------- -------------------------------------- Facsimile: (949) 376-9568 ---------------------------- Ahmed Salem P.O. Box 54262 -------------------------------------- /s/ Ahmed Salam Irvine, CA 92619 - ---------------------------------------- -------------------------------------- Cell # 949-280-2801 Facsimile: 866-342-2931 ---------------------------- Yasser Salem -------------------------------------- /s/ Yasser Salem - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Shahin Samimi P.O. Box 9126 - ---------------------------------------- -------------------------------------- /s/ Shahin Samimi Newport Beach, CA 92658 - ---------------------------------------- -------------------------------------- Facsimile: 714-979-7284 ---------------------------- R. Sankaram DR. R. (Bob) Sankaram, M.D., Inc. -------------------------------------- 11100 Warner Ave., Suite 260 /s/ R. Sankaram Fountain Valley, CA 92708 - ---------------------------------------- -------------------------------------- (714) 641-6900 Facsimile: (714) 641-3900 ---------------------------- 15 NAME ADDRESS Praful Sarode 999 N. Tustin Ave #124 -------------------------------------- /s/ Praful Sarode Santa Ana, CA 92705 - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Grace Sein -------------------------------------- /s/ Grace S. Sein - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Anil Shah 5020 Copa de Oro - ---------------------------------------- -------------------------------------- /s/ Anil Shah Anaheim, CA 92807 - ---------------------------------------- -------------------------------------- Facsimile: 714-279-9588 ---------------------------- Jacob Sweidan 1048 Irvine Ave #351 - ---------------------------------------- -------------------------------------- /s/ Jacob Sweidan Newport Beach, CA 92660 - ---------------------------------------- -------------------------------------- Facsimile: (949) 203-6380 ---------------------------- Patrick Walsh -------------------------------------- /s/ P. Walsh M.D. - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Barry Weiss -------------------------------------- /s/ Barry Weiss - ---------------------------------------- -------------------------------------- Facsimile: ---------------------------- Amer Zarka -------------------------------------- /s/ Amer Zarka - ---------------------------------------- -------------------------------------- Facsimile: (714) 389-9833 ---------------------------- 16 -----END PRIVACY-ENHANCED MESSAGE-----