8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 31, 2018

FIRST CHOICE HEALTHCARE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)  

Delaware	000-53012	90-0687379
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

709 S. Harbor Blvd., Suite 250, Melbourne, FL	32901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (321) 725-0090

(Former name of former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

First Choice Healthcare Solutions, Inc. (the “Company”), a diversified holding company focused on delivering clinically superior, patient centric, multi-specialty care through state-of-the-art medical centers of excellence, has announced that its wholly-owned subsidiary CCSC Holdings, Inc., a Florida corporation (“CCSC”) has entered into two separate agreements as set forth below.

Membership Interest Purchase Agreement

On January 31, 2018, CCSC entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with HMA Blue Chip Investments, LLC (“Blue Chip”). A copy of the Purchase Agreement is furnished as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Pursuant to the terms of the Purchase Agreement, CCSC will acquire from Blue Chip 24.05 Class B Units of membership interest in the Center for cash consideration of $400,000 (the “Transaction”), representing a 25% ownership interest in the Center. As a result of the Transaction, CCSC will have a 65% ownership interest in the Center.

The Purchase Agreement contains customary representations and warranties made by each of CCSC and Blue Chip. Each of CCSC and Blue Chip has agreed to indemnify the other and certain other indemnified persons from any and all losses incurred by such indemnified persons arising from, among other things, any breach of the representations, warranties or covenants set forth in the Purchase Agreement on the terms and subject to the limitations set forth in the Purchase Agreement.

In addition, pursuant to the terms of the Purchase Agreement, upon completion of the Closing thereunder, the managers of the Center appointed by Blue Chip pursuant to that certain Second Amended and Restated Operating Agreement of the Center, dated October 1, 2015 will resign from their respective positions.

2 

Termination and Assignment Agreement

On January 31, 2018, CCSC entered into a Termination and Assignment Agreement (the “Termination Agreement”) with Crane Creek Surgical Partners, LLC (the “Center”) and BCS-Management, LLC (“BCS”). A copy of the Termination Agreement is furnished as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Pursuant to the terms of the Termination Agreement, the Center and BCS will terminate their respective rights and obligations under that certain Amended and Restated Management Services Agreement dated as of September 1, 2013 (the “Management Agreement”). Each of the Center and BCS has agreed to release the other and certain other persons from any and all claims arising out of or relating to the Management Agreement, except for claims arising out of the Termination Agreement and claims made by third parties against either party.

In addition, pursuant to the terms of the Termination Agreement, BCS will assign, grant, convey and transfer to CCSC all of BCS’s right, title and interest in and to the Management Agreement, including but not limited to the right to accept management fees as set forth in the Management Agreement, and CCSC will assume all of BCS’s duties and obligations under the Management Agreement. Until March 31, 2018, BCS will provide the Center business office, financial, accounting and other related services necessary to assist the transition of the operation of the Center to CCSC.

Item 9.01 Financial Statements and Exhibits

(d)       Exhibits:

Exhibit No.	Description
10.1	Membership Interest Purchase Agreement dated as of January 31, 2018 by and between CCSC Holdings, Inc. and HMA Blue Chip Investments, LLC.
10.2	Termination and Assignment Agreement dated as of January 31, 2018 by and among Crane Creek Surgical Partners, LLC, BCS-Management, LLC and CCSC Holdings, Inc.
99.1	Press Release dated February 7, 2018

3 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
	(Registrant)
Date: February 8, 2018
	/s/ Chris Romandetti
	Name: Chris Romandetti
	Chief Executive Officer

4

EX-10.1

Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”) is dated January 31, 2018, but made effective as of January 1, 2018 (the “Effective Date”), is by and between HMA BLUE CHIP INVESTMENTS, LLC, a Delaware limited liability company (the “Seller”) and CCSC HOLDINGS, INC., a Florida corporation (the “Purchaser”). The Seller and Purchaser are sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.”

Recitals:

WHEREAS, the Seller owns 24.05 Class B Units of membership interest (“Transferred Units”) in Crane Creek Surgical Partners, LLC, a Florida limited liability company (the “Center”), representing a 25% ownership interest in the Center;

WHEREAS, Purchaser owns 38.48 Class D Units of membership interest in the Center, representing a 40% ownership interest in the Center; and

WHEREAS, the Seller desires to sell and Purchaser desires to purchase the Transferred Units, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1       Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below), Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Transferred Units, as applicable, free and clear of all charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership (collectively, “Liens”), for the consideration specified in Section 1.2 below.

1.2       Purchase Price.

(a)       The aggregate consideration for the Transferred Units shall be $400,000.00 (the “Purchase Price”). The Purchase Price shall be payable at the Closing by delivery of a certified check or wire transfer to an account designated by Seller.

ARTICLE II

CLOSING

2.1       Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Transferred Units contemplated hereby shall take place at a closing (the “Closing”) to be held on or before January 31, 2018, or at such other time or on such other date as Seller and Purchaser may mutually agree (the day on which the Closing takes place being the “Closing Date”).By mutual agreement of the parties, the Closing may take place by conference call and electronic (i.e., email/PDF) or facsimile delivery of signature pages, with the exchange of original signatures by overnight mail. The Closing shall be effective as of the end of the day on the Closing Date.

2.2      Closing Deliveries.

(a)       At, or prior to, the Closing, Seller shall take such actions as are provided for herein and shall deliver or cause to be delivered, to Purchaser:

(i)	an executed copy of this Agreement;
(ii)	certificates, if any, evidencing the Transferred Units, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(iii)	a copy of the Letter Agreement executed by BCS-Management, LLC (“BCS”), whereby BCS releases Jay Rom from his non-competition restrictions solely with respect to business arrangements with the Center;
(iv)	a copy of the Termination and Assignment Agreement executed by BCS with respect to that certain Management Agreement entered into by BCS and the Center;
(v)	evidence reasonably satisfactory to the Purchaser of the resignation of each manager of the Center appointed to such position by Seller in its capacity as the Class B Member of the Center; and
(vi)	such other documents and shall take such other actions as may be provided for herein or reasonably contemplated hereby.

(b)       At, or prior to, the Closing, Purchaser shall take such actions as are provided for herein and shall deliver, or caused to be delivered, to Seller:

(i)	the Purchase Price;
(ii)	an executed copy of this Agreement; and
(iii)	such other documents and shall take such other actions as may be provided for herein or reasonably contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

By executing below, Seller represents and warrants to Purchaser as follows:

3.1       Authority to Sell. Seller has the full right, power and authority to sell and transfer to Purchaser the Transferred Units agreed to be sold by Seller hereunder, free and clear of any statutory, contractual or other limitation, and the Transferred Units are not subject to any Lien, pledge, hypothecation or any encumbrance or interest of any third party whatsoever. The sale provided for herein will vest in Purchaser all right, title and interest in and to the Transferred Units (as applicable), free and clear of any and all Liens, encumbrances, restrictions, options, agreements and conditions, except those specifically provided for herein.

3.2       Enforceability. Seller represents, with respect to this Agreement and the other agreements and instruments to which it is a party that are being delivered in connection with this Agreement, that (i) this Agreement and such other agreements each constitute legally valid and binding agreements, enforceable against Seller in accordance with their terms; and (ii) the execution and delivery by Seller of this Agreement does not, and the performance by Seller of the transactions contemplated hereby will not, violate any of the provisions of any contract or agreement to which Seller is a party or by which Seller is bound, or any order, writ, injunction, or decree applicable to Seller.

3.3       Ownership of the Transferred Units. Seller owns all of the Transferred Units and the Transferred Units represent all of Seller’s ownership of the equity, and/or any other securities (including, but not limited to, subscriptions, warrants, options, calls, commitments or other rights to purchase or acquire, or securities convertible into or exchangeable for, any capital stock of the Center, or any obligation of the Centerto issue, purchase or redeem any thereof) of the Center (as applicable), and Seller does not have the right to purchase from anyone (including Purchaser) any securities of including, without limitation, those securities contemplated by this Section 3.3.

3.4       Litigation. Except as set forth on Schedule 3.4, there is no claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity (collectively, “Actions”), to Seller’s knowledge, investigations pending or threatened against or affecting the Transferred Units, and the Transferred Units are not subject to any order, writ, injunction or decree of any court or governmental authority.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

By executing below, Purchaser represents and warrants as follows:

4.1       Organization and Authority of Purchaser. Purchaser is duly organized, validly existing and in good standing under the laws of the State of Florida. Purchaser has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

4.2       No Conflicts; Consents. The execution, delivery and performance by Purchaser of this Agreement and the other transaction documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Purchaser; (b) conflict with or result in a violation or breach of any provision of any federal, state and/or local law or governmental order applicable to Purchaser; or (c) require the consent, notice or other action by any person under any agreement, contract or other instrument to which Purchaser is a party. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any governmental authority is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement and the other transaction documents and the consummation of the transactions contemplated hereby and thereby.

4.3       Legal Proceedings. There are no Actions pending or, to Purchaser’s knowledge, threatened against or by Purchaser or any affiliates of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

ARTICLE V

INDEMNIFICATION

5.1       Survival. The representations and warranties of either party shall survive the Closing Date for a period of three (3) years. The liability of any party to this Agreement for breaches of any covenant and/or agreement contained herein shall survive the Closing without limitation. Notwithstanding anything in this Agreement to the contrary, the rights and remedies contained in this Article 5 with respect to any claim, lawsuit or other proceeding (including without limitation recovery of Losses (as defined below) in respect thereof) for which written notice has been given prior to the applicable survival date will survive until such claim, lawsuit or other proceeding has been resolved. Notwithstanding anything contained herein to the contrary, to the extent that Seller shall be liable to any Purchaser Indemnified Person (as defined below) pursuant to this Article 5, Seller’s liability shall not exceed the total amount of Purchase Price actually received by Seller as of the date such claim for indemnification arose.

5.2       Indemnification by the Seller. The Seller hereby agrees to defend, indemnify and hold harmless the Purchaser, and its representative, managers, members, subsidiaries and any related persons (collectively, the “Purchaser Indemnified Persons”) and shall reimburse the Purchaser Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including without limitation interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, “Losses”), directly or indirectly relating to, resulting from, arising out of or incidental to any untrue representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation by or of the Seller contained herein, any Schedule hereto or in any certificate, document or instrument delivered to the Purchaser by the Seller pursuant hereto.

5.3       Indemnification by the Purchaser. The Purchaser hereby agrees to defend, indemnify and hold harmless the Seller, and its representative, managers, members, subsidiaries and any related persons (the “Seller Indemnified Persons”) and shall reimburse the Seller Indemnified Persons for, from and against Losses directly or indirectly relating to, resulting from, arising out of or incidental to any untrue representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation by or of the Purchaser, contained herein or in any certificate, document or instrument delivered to the Seller pursuant hereto.

5.4       Procedure.

(a)       Promptly after receipt by a party entitled to indemnity under Section 5.2, or 5.3 (an “Indemnified Person”) of notice of the assertion of a claim against it, such Indemnified Person shall give notice to the other party obligated to indemnify it under such Section (an “Indemnifying Person”) of the assertion of such claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such claim is prejudiced by the Indemnified Person’s failure to give such notice.

(b)       If an Indemnified Person gives notice to the Indemnifying Person pursuant to this Article 5 of the assertion of a claim, the Indemnifying Person shall be entitled to participate in the defense of such claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a person against whom the claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such claim and provide indemnification with respect to such claim), to assume the defense of such claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 5 for any fees of other counsel or any other expenses with respect to the defense of such claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of legal requirement or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such claim, the Indemnifying Person will be bound by any determination made in such claim or any compromise or settlement effected by the Indemnified Person.

(c)       Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim may adversely affect it, other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Person will not be bound by any determination of any claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

(d)       Notwithstanding the provisions of Section 5.4, each Indemnifying Person hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on such Indemnifying Person with respect to such a claim anywhere in the world.

ARTICLE VI

MISCELLANEOUS

6.1       Amendment. This Agreement may be amended, modified or supplemented by the parties hereto only by a written instrument duly signed by or on behalf of the party to be charged therewith.

6.2       Waiver of Compliance. Any failure of Seller, on the one hand, or Purchaser, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by an authorized officer of Purchaser or Seller, respectively, but such waiver or failure to insist upon strict compliance with any such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

6.3       Expenses. Each of the parties hereto shall pay the fees and expenses of their respective counsel, accountants and other experts, and shall pay all other expenses incurred by it incident to the negotiation, preparation, execution and consummation of this Agreement.

6.4       Notices. Except as otherwise provided in this Agreement, any notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be (i) personally delivered, (ii) transmitted by postage pre-paid first class certified mail, (iii) transmitted pre-paid by an overnight courier for priority next day delivery, or (iv) transmitted by email transmission (with the confirmation by certified mail as described below) and shall bear the address or facsimile number or email address (as applicable) as follows:

If to Seller:                          HMA Blue Chip Invesments, LLC

11221 Roe Avenue, Suite 300

Leawood, Kansas 66211

Attn: Bo Hjorth

Email: bhjorth@nuehealth.com

With a copy to (which copy shall not constitute notice hereunder):

Foulston Siefkin, LLP

9225 Indian Creek Parkway, Suite 600

Overland Park, Kansas 66210

Attn: Scott C. Palecki, Esq.

Email: spalecki@foulston.com

or to such other person or address as Seller shall furnish to Purchaser in writing.

If to Purchaser:                    CCSC Holdings, Inc.

c/o First Choice Healthcare Solutions, Inc.

709 S. Harbor City Boulevard, Suite 250

Melbourne, Florida 32901

Attn: Christian Romandetti, President

Email: chris@romandetti.com

with a copy to (which copy shall not constitute notice):

Schnader Harrison Segal & Lewis LLP

140 Broadway, Suite 3100

New York, New York 10005

Attn: Richard G. Satin, Esq.

Email: rsatin@schnader.com

or to such other person or address as Purchaser shall furnish to Seller in writing. All notices and other communications shall be deemed to have been duly given, received and effective on (i) the date of receipt if delivered personally, (ii) 3 business days after the date of posting if transmitted by certified mail, (iii) the business day after the date of transmission if by overnight delivery, or (iv) if transmitted by email transmission, 2 business days following transmission if it is simultaneously sent by one other method of delivery.

6.5       Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective affiliates, administrators, legal representatives, successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or assignable by any of the parties hereto without the prior written consent (which consent will not be unreasonably withheld or delayed) of the other party

6.6       Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement, the other transaction documents or the transactions contemplated hereby or thereby shall be instituted in the United States District Courts located in the Middle District of Florida, or the stat courts of the State of Florida located in Brevard County, commercial division, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

6.7       Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Agreement shall be binding upon the execution and delivery by facsimile or electronic transmission by all parties to this Agreement as if the same were manually executed and delivered by such parties.

6.8       Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part or affect in any way the meaning or interpretation of this Agreement.

6.9       Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, letters of intent, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party hereto or by any related person of any party hereto. All exhibits attached hereto, any exhibits thereto and all certificates, documents and other instruments delivered or to be delivered pursuant to the terms hereof are hereby expressly made a part of this Agreement as fully as though set forth herein, and all references herein to the terms “this Agreement”, “hereunder”, “herein”, “hereby” or “hereto” shall be deemed to refer to this Agreement and to all such writings.

6.10    Third Parties. Except as specifically set forth or referred to herein, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person, firm, partnership or corporation other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

6.11    Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

6.12    No Presumption. This Agreement is the product of negotiation between the parties, each of whom had an opportunity to participate and did participate in drafting this Agreement, was represented by counsel in connection therewith, or declined to seek counsel, and possessed such experience and sophistication as is required to protect his or its own interests. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly or in favor of or against any party hereto but shall be given a fair and reasonable construction.

6.13    Remedies. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

SELLER:
HMA Blue Chip Investments, LLC
By:	/s/ Daniel R. Tasset
Name:	Daniel R. Tasset
Title:	Chairman
PURCHASER:
CCSC Holdings, Inc.
By:	/s/ Chris Romandetti
Name:	Chris Romandetti
Title:	Manager

[Signature page to Membership Interest Purchase Agreement]

EX-10.2

Exhibit 10.2

TERMINATION AND ASSIGNMENT AGREEMENT

This Termination AND ASSIGNMENT Agreement(the “Termination Agreement”) is dated January 31, 2018, but made effective as of January 1, 2018 (the “Effective Date”), among CRANE CREEK SURGICAL PARTNERS, LLC, a Florida corporation (the “Center”) and BCS-MANAGEMENT, LLC, an Ohio limited liability company (“BCS”). The Center and BCS shall be referred to herein as the “Parties”, and each, a “Party”.

WHEREAS, the Parties have entered into that certain Amended and Restated Management Services Agreement dated as of September 1, 2013(the “Management Agreement”);

WHEREAS, upon execution of this Agreement, BCS shall assign the Management Agreement to CCSC Holdings, Inc., a Florida corporation (“CCSC”); and

WHEREAS, the Parties hereto desire to terminate and assign the Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Termination of the Management Agreement. Subject to the terms and conditions of this Termination Agreement, the Management Agreement is hereby terminated as of the date first written above (the “Termination Date”). From and after the Termination Date, the Management Agreement will be of no further force or effect with respect to the Parties, and the rights and obligations of each of the Parties there under shall terminate subject to the terms set forth herein; provided, however, that until March 31, 2018 (the “Transition Period”), BCS shall provide the Center business office, financial, accounting and other related services necessary to assist in the transition of the operation of the Center to new management (the “Transition Services”). As consideration for providing the Transition Services, the Center shall reimburse BCS for all reasonable expenses incurred in connection with the performance of the Transition Services or as otherwise may be pre-approved in writing by the Center. Invoices for reimbursable expenses shall be submitted to the CEO or CFO of First Choice Healthcare Solutions, Inc. (“FCHS”) for approval, together with all supporting documentation reasonably required by FCHS on behalf of the Center, and the Center shall pay such invoices within thirty (30) days following such approval. BCS shall maintain books and records supporting all reimbursable expenses incurred in connection with performance of the Transition Services for a period of four (4) years hereafter. The Center shall have access during BCS’s regular business hours to such books and records of BCS as required to verify any and all reimbursable costs. Notwithstanding anything to the contrary contained in this Section 1, BCS shall cooperate with FCHS and execute such instruments or documents, supply such invoices or information and take such other actions as may reasonably be requested from time to time by FCHS in order for FCHS to carry out its obligations under the rules and regulations of the Securities Exchange Act of 1934, including but not limited to the timely filing of the Form 10-K and preparing audited financials.

2.Termination Payment. As material consideration for the covenants, agreements, and undertakings of the Parties under this Termination Agreement, the Center shall pay BCS an amount equal to One Hundred Seventy-Five Thousand Dollars ($175,000.00) (the “Termination Payment”), payable on or before January 31, 2018, or such other date as the Parties may mutually agree. The Parties hereby agree and acknowledge that, in addition to the foregoing, the Termination Payment represents all management fees due and owing to BCS under the Agreement, and the Center shall have no other obligations there under to BCS, unless otherwise set forth herein. In addition, BCS hereby agrees to prepare and file all documents necessary to terminate the arbitration proceeding Claim No. 4246 against the Center.

3.Assignment and Assumption. BCS hereby assigns, grants, conveys and transfers to CCSC all of BCS’s right, title and interest in and to the Management Agreement. CCSC hereby accepts such assignment and assumes all of BCS’s duties and obligations (as more fully described on Exhibit A attached hereto) under the Management Agreement and agrees to pay, perform and discharge, as and when due, all of the obligations of BCS under the Management Agreement accruing on and after the Effective Date. In connection with the foregoing, during the Transition Period, BCS shall provide any and all information, documents, records, access to accounts or such other information as may be reasonably necessary or helpful to allow CCSC to successfully perform its obligations under the Management Agreement. By execution of this Termination Agreement, the Center consents to the assignment and assumption of the Management Agreement as set forth in this Section 3.

4.Mutual Release.

(a)In consideration of the covenants, agreements and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the Management Agreement, except for (i) any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement and (ii) any Claims made by third parties against any of the Parties.

(b)Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 4, and which, if known at the time of signing this Termination Agreement, may have materially affected this Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section 4. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist, may exist or previously existed, as set forth in the release contained in this Section 4, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

5.Restrictive Covenants.

(a)Non-Solicitation/Non-Interference. In consideration of the Termination Payment received by BCS, during the period beginning on the Effective Date and ending after the expiration of the two (2) consecutive year period thereafter, BCS will not directly or indirectly, for himself/itself or for any other person, corporation, firm or entity (each, a “Person”), either as a principal, shareholder, member, agent, manager, employee, contractor, owner, partner, director, officer or in any other capacity, engage in any of the following activities, without regard to geographic location:

(i)Request, advise, or encourage any customer of the Center (or any successor in interest) to terminate or curtail its relationship with the Center, or requesting or advising any Person to refrain from becoming a customer or supplier of the Center; or

(ii)Request, advise, or encourage any employee, agent, representative or independent contractor of the Center (or any successor in interest) to terminate his, her, or its relationship with the Center, or request or advise any Person to refrain from becoming an employee, agent, representative or independent contractor of the Center, or otherwise pursuing, employing or retaining (as an employee, an independent contractor or otherwise) any employee, agent, representative or independent contractor of the Center without the written permission of the Center.

(b)Non-Disparagement. Each of the Parties, on behalf of itself and its respective Releasors, agree not to disparage or make negative statements (or induce or encourage others to disparage or make negative statements) about the other Party, including, without limitation, disparaging any of such parties in connection with disclosing the facts or circumstances surrounding this Termination Agreement. For the purposes of this subparagraph, the term “disparage” means any comments or statements which would adversely affect in any manner: (i) the conduct of the other Party or its respective Releaser’s businesses; or (ii) the business reputation or relationships of the other Party or its respective Releaser’s and/or any of their past or present officers, directors, owners, agents, employees, successors and assigns.

6.Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

(a)It has the full right, power, corporate power and authority to enter into this Termination Agreement and to perform its obligations hereunder.This Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(b)It (i) knows of no Claims against the other Party relating to or arising out of the Agreement that are not covered by the release contained in Section 4 and (ii) has neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights in any Claims.

7.Miscellaneous.

(a)The Parties hereby agree and acknowledge that pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), FCHS, as the parent company to CCSC, may be required to (a) issue a press release disclosing the material terms of the transactions contemplated hereby by 9:30 a.m. (New York City time) on the trading day immediately following the date hereof, and (b) file a Current Report on Form 8-K, including this Termination Agreement as an exhibit thereto, with the SEC within the time required by the Exchange Act.

(b)All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to the relevant Party at the address set forth on the first page of this Termination Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section 7(a)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid).

(c)This Termination Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.

(d)This Termination Agreement and each of the terms and provisions hereof may only be amended, modified, waived or supplemented by an agreement in writing signed by each Party.

(e)Neither Party may assign, transfer or delegate any or all of its rights or obligations under this Termination Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may assign this Termination Agreement to an affiliate, a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of the Party’s assets. This Termination Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

(f)This Termination Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Termination Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Termination Agreement.

(g)Each of the Parties shall, and shall cause its respective affiliates to, from time to time at the request, furnish the other Party such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such other things, as may be reasonably necessary or appropriate in the opinion of counsel to the requesting party to carry out the provisions of this Termination Agreement and give effect to the transactions contemplated hereby and thereby.

(h)This Termination Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have executed this Termination and Assignment Agreement as of the date first written above.

CRANE CREEK SURGICAL PARTNERS, LLC
By:	/s/ Chris Romandetti
Name:	Chris Romandetti
Title:	Manager
BCS-MANAGEMENT, LLC
By:	/s/ Daniel R. Tasset
Name:	Daniel R. Tasset
Title:	Chairman
With respect solely to Section 3:
CCSC HOLDINGS, INC.
By:	/s/ Chris Romandetti
Name:	Chris Romandetti
Title:	Manager

EX-99.1

Exhibit 99.1

 

First Choice Healthcare Solutions’ Wholly-Owned Subsidiary Acquires Majority Ownership Interest in Crane Creek Surgery Center

Management to Host Shareholder Update Conference Call to Discuss Crane Creek and Strategic Partnership in Further Detail on Thursday, February 8th at 11:00 a.m. ET

MELBOURNE, Fla., Feb. 07, 2018 (GLOBE NEWSWIRE) -- First Choice Healthcare Solutions, Inc. (OTCQB:FCHS) ("First Choice" or the "Company"), a fully integrated, non-physician-owned, publicly traded healthcare delivery platform providing a full life cycle of care for patients through diagnosis, treatment and recovery, today announced that one of its wholly-owned subsidiaries, CCSC Holdings, Inc. (“CCSC Holdings”), has acquired an additional 25% ownership interest in Crane Creek Surgery Center (“Crane Creek”), bringing its total ownership interest to 65%. Additionally, CCSC Holdings has assumed management responsibility of Crane Creek and terminated the previous agreement with NueHealth. Management will host a shareholder update conference call to discuss this acquisition as well as the Company’s previously announced strategic partnership with Steward Health Care on Thursday, February 8th at 11 a.m. ET.

Crane Creek is a state-of-the-art, 18,828 square foot, AAAHC accredited ambulatory, surgical center, delivering surgical care in a convenient, comfortable outpatient environment. The facility houses four operating rooms and a medical procedure room with capacity to host 4,000 to 5,000 orthopaedic, spine, pain and general surgical procedures each year. After procedures, patients can rest and recover in a post-anesthesia care unit until they are ready to be discharged.

Chris Romandetti, President and CEO of First Choice, stated, "With the acquisition of the additional ownership that has now given us majority ownership of Crane Creek, we are focused on immediately implementing our unique delivery platform. We are pleased to announce that we have appointed Luis Allende Ruiz as Crane Creek Administer to lead the operations. Luis has extensive academic and Health Care Administration experience. He has held senior level management roles including Chief Executive Officer at various hospitals for nearly a decade and has his Master’s in Healthcare Administration. With majority ownership and trusted senior management in place, we are now in a position to implement our platform and realize the full potential of this surgical center.”

Luis Allende Ruiz, Crane Creek Administrator, stated, “It is my honor to join Crane Creek and lead the implementation of First Choice’s delivery platform that will enable the facility to capture its full market opportunity. Given my extensive career in administration and senior level management positions at various hospitals, I was immediately interested and motivated to join the team once I learned more fully how the First Choice model is revolutionizing the delivery of healthcare in the industry. It is my belief that this delivery platform will be the future of the industry and I am excited to be at the forefront with the First Choice team.”

Shareholder Update Conference Call:
Date: Thursday, February 8, 2018
Time: 11:00 a.m. ET
Domestic Dial-in number: (866) 682-6100
International Dial-in number: (404) 267-0373
Live webcast: https://www.webcaster4.com/Webcast/Page/1527/24437

About First Choice Healthcare Solutions, Inc.
Headquartered in Melbourne, Florida, First Choice Healthcare Solutions (FCHS) is implementing a defined growth strategy aimed at expanding its network of non-physician-owned medical centers of excellence, which concentrate on treating patients in the following specialties: Orthopaedics, Spine Surgery, Interventional Pain Management, Physical Therapy and other ancillary and diagnostic services in key expansion markets throughout the Southeastern U.S. Serving Florida's Space Coast, the Company's flagship integrated platform currently administers over 100,000 patient visits each year and is comprised of First Choice Medical Group, The B.A.C.K. Center and Crane Creek Surgery Center. For more information, please visit www.myfchs.com, www.myfcmg.com, www.thebackcenter.net and www.cranecreeksurgerycenter.com.

Safe Harbor Statement
Certain information set forth in this news announcement may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of First Choice Healthcare Solutions, Inc. Such forward-looking statements are based on current expectations, estimates and projections about the Company's industry, management beliefs and certain assumptions made by its management. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Information concerning factors that could cause the Company's actual results to differ materially from those contained in these forward-looking statements can be found in the Company's periodic reports on Form 10-K and Form 10-Q, and in its Current Reports on Form 8-K, filed with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise to reflect future events or circumstances or reflect the occurrence of unanticipated events.

Contact Information:
First Choice Healthcare Solutions, Inc.
Julie Hardesty
Phone: 321-725-0090 ext. 288
Email: IR@myfchs.com

Investor Contact:
Valter Pinto / Allison Soss
KCSA Strategic Communications
Phone: +1 (212) 896-1254/+1 (212) 896-1267
Email: FCHS@KCSA.com