Exhibit 10.22


 





FORM OF MEMBERSHIP INTEREST PURCHASE
AGREEMENT


 


THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT
(this "Agreement") is made and entered into effective this 28th day of August 2013 by and between __________
a New York corporation ("Seller"), and First Choice Healthcare Solutions Inc., a Delaware corporation authorized to do
business in Florida (the "Buyer").


WHEREAS


Seller agrees to sell a ____ percent Membership
Interest in MedTech Diagnostics LLC, a Delaware limited liability company (“Company”), such Membership Interest not
being certificated (the "Purchased Membership Interest"). 


 


Seller has provided Buyer with information
necessary for Buyer to evaluate the transaction contemplated herein, and Buyer has acknowledged the satisfactory completion of
any due diligence review. Seller has provided full access to Buyer with respect to the Company's financial, business, and legal
condition from the date of this Agreement until the Closing (as defined below).


 


Buyer desires to purchase, and Seller desires
to sell, Seller's interest in the Company upon the terms and conditions of this Agreement.


 


NOW THEREFORE, in consideration of
the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Buyer and Seller (each a "Party" and collectively the "Parties") agree as follows:


 


ARTICLE I

PURCHASE AND SALE


 


1.1             
Purchase by Buyer. Upon the terms and conditions set forth in this Agreement, Buyer hereby purchases from Seller,
and Seller hereby sells to Buyer, the Purchased Membership Interest, such Membership Interest evidencing Seller's interest in the
Company.


 


1.2             
Purchase Price. The fair market value of the Purchased Membership Interest has been appraised by an independent
valuation firm qualified in valuing the purchase price for the Purchased Membership Interest. The Parties agree that the purchase
price of the Purchased Membership Interest shall be __________________ (the "Purchase Price") payable with _______ shares
of the restricted common stock of Buyer at $.45 per share (the “FCHS Shares”). The FCHS Shares shall be issued pursuant
to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and be subject to Rule 144 promulgated
under the Securities Act and such other restrictions imposed on unregistered securities by federal and Florida law, and the certificates
representing the FCHS Shares shall contain the standard Securities Act of 1933 restrictive legend.


 


1.3             
Closing Date . The closing date shall be September 10, 2013.


 


(a)               
Transfer of the Purchased Membership Interest. At Closing, Seller shall be deemed to
have transferred all of the Purchased Membership Interest to Buyer, and this Agreement shall constitute Seller's assignment of
the Purchased Membership Interest to Buyer.


 


(b)              
Transaction Documents. All documents relating to the transactions contemplated by this
Agreement shall be executed and delivered between the Parties as necessary or appropriate to consummate such transactions.


 






    	Page 1



    	 



    

 


(c)               
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the
transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer's waiver, at or prior to the Closing,
of each of the following conditions: (1) the representations and warranties of Seller contained in this Agreement being true and
correct in all respects; (2) Seller has duly performed and complied in all material respects with all agreements, covenants, and
conditions required by this Agreement.


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES


 


2.1             
Representations and Warranties of Seller. Seller represents and warrants to Buyer that as of Closing:


 


(a)               
Title. Seller is the legal owner of the Purchased Membership Interest which represents
3.75 percent of the issued and outstanding Membership Interest relating to the Company, and that Seller has good and marketable
title to the Purchased Membership Interest, free and clear of any and all claims, liens, encumbrances and security interests whatsoever.


 


(b)              
Organization. The Seller is a member of the Company, which is a limited liability company
duly organized, validly existing and in good standing under the laws of the State of Delaware, qualified to do business in Florida,
with all requisite power and authority to operate the Business as it is now being conducted.


 


(c)               
Corporate Authorization. Seller and Company have full legal power and authority to
execute and deliver this Agreement and any and all other documents contemplated by this Agreement. All action on the part of Company
and Seller as a member of the Company necessary for the authorization, execution, delivery and performance of this Agreement and
all other documents related thereto has been taken or will be taken prior to or at the Closing. Each of the agreements and documents
to be executed at Closing, when executed and delivered by the Company or Seller, shall constitute the valid and binding obligation
of the signatories, enforceable in accordance with their respective terms. The Company has full power and authority to transfer
the Purchased Membership Interest to Buyer in accordance with the terms of this Agreement, upon the issuance of and payment, the
Purchased Membership Interest shall be fully paid, non-assessable, and free and clear of all liens, encumbrances, and charges.


 


(d)              
No Consents. Except as set forth above, no other third party consents or governmental
authorizations are required for the transfer of the Purchased Membership Interest to Buyer and the consummation of the other transactions
contemplated by this Agreement.


 


(e)               
Assets of the Company. The Company represents that it owns the tangible assets at its
business location which are free and clear of any and all claims, liens, encumbrances and security interests whatsoever.


 


(f)               
FCHS Shares. Seller understands that the ability to sell restricted shares, including
the FCHS Shares, requires compliance with Rule 144, including but not limited to periodic filings and disclosures under the federal
securities laws and has asked such questions of Buyer’s management as appropriate to understand the value of the FCHS Shares.


 


(g)              
Fair Market Value. The Purchase Price represents the fair market value of the Purchased
Membership Interest.


 






    	Page 2



    	 



    

 


(h)              
Full Disclosure. There are no facts or circumstances not disclosed or known to Buyer
that could reasonably be expected to have a material adverse effect on the Company or the Business.


 


2.2             
Representations and Warranties of Buyer. Buyer represents and warrants to Seller that as of Closing:


 


(a)               
Organization. Buyer is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware.


 


(b)              
Due Diligence. Buyer has had an opportunity to discuss Company's business, management,
and financial affairs with Seller. 


 


(c)               
Corporate Authorization. Buyer has full legal power and authority to execute and deliver
this Agreement and any and all other documents contemplated by this Agreement. All action on the part of Buyer necessary for the
authorization, execution, delivery, and performance of this Agreement and all other documents related thereto has been taken or
will be taken prior to or at the Closing. Each of the agreements and documents to be executed at Closing, when executed and delivered
by Buyer, shall constitute the valid and binding obligation of Buyer, enforceable in accordance with their respective terms. 


 


(d)              
No Consents. Except as set forth above, no other third party consents or governmental
authorizations are required for Buyer's purchase of the Purchased Membership Interest and the consummation of the other transactions
contemplated by this Agreement.


 


2.3             
Survival of Representations and Warranties. The representations and warranties of Buyer contained in this Agreement
shall survive Closing and shall survive and continue in full force and effect for the benefit of Seller after the Closing. The
representations and warranties of Seller contained in this Agreement shall survive Closing and shall survive and continue in full
force and effect for the benefit of Buyer after the Closing.


 


ARTICLE III

MISCELLANEOUS


 


3.1             
Interpretation. For purposes of this Agreement, (a) the words "include," "includes"
and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or"
is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder"
refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles and Sections mean
the Articles and Sections of this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument,
or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof, and
(z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations
promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted.


 


3.2             
Time of the Essence. Time is of the essence with regard to all matters contemplated in this Agreement.


 






    	Page 3



    	 



    

 


3.3             
Expenses of the Parties. Buyer and Seller shall each pay their own expenses, including the expenses of the accountants
and attorneys, in connection with the negotiation, execution and performance of this Agreement.


 


3.4             
No Partnership. The terms of this Agreement are intended to embody the economic relationship among the parties
and shall not constitute a partnership or joint venture of any nature whatsoever.


 


3.5             
Headings. Section and other headings contained in this Agreement are for reference purposes only and are not
intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.


 


3.6             
Severability. Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended
to be severable, and if any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall
not affect the validity or legality of the remainder of this Agreement.


 


3.7             
Background. All statement made in the Background section of this Agreement set forth above are incorporated by
reference and made a part of this Agreement.


 


3.8             
Incorporation by Reference. Every exhibit, schedule, or other appendix attached to this Agreement or referred
to herein, if any, is hereby incorporated in this Agreement by reference unless this Agreement expressly provides otherwise.


 


3.9             
Further Action. Each Party agrees to perform all further acts and execute, acknowledge and deliver any documents
which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.


 


3.10         
Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Florida
applicable to contracts executed and to be wholly performed within such State without giving effect to the principles of conflict
of laws thereof. The Parties agree that any suit, action or proceeding arising out of or relating to this Agreement or any judgment
entered by any court in respect thereof shall be brought in the courts of Brevard County, Florida. Each Party hereby irrevocably
and unconditionally accepts the exclusive personal jurisdiction of such courts for the purpose of any action, suit or proceeding
arising out of or relating to this Agreement, waives, to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or any judgment
entered by any court in respect thereof brought in such courts, and waives any claim that any action, suit or proceeding brought
in any such court has been brought in an inconvenient forum.


 


3.11         
Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be an
original.  Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or
similar attachment to an electronic mail message (any such delivery, an "Electronic Delivery"), shall be treated in all
manner and respects as an original executed counterpart 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, each other party hereto
or thereto shall re-execute the original form of this Agreement and deliver such form to all other parties.  No party hereto
shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party
forever waives any such defense, except to the extent such defense relates to lack of authenticity.


 






    	Page 4



    	 



    

 


3.12         
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without
the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however,
that prior to the Closing Date, Buyer may, without the prior written consent of Seller, assign all or any portion of its rights
under this Agreement to one or more of its direct or indirect wholly-owned subsidiaries or any direct or indirect wholly-owned
subsidiaries of Buyer. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


3.13         
Integration and Amendment. This Agreement constitutes the entire agreement between the Parties with respect to
its subject matter. No modification or amendment of this Agreement may be made except in a writing signed by the Party to be bound
thereby.


 


3.14         
Third Party Beneficiaries. This Agreement is entered into among the Parties for the exclusive benefit of the
Parties, as well as their permitted successors and assigns. This Agreement is expressly not intended for the benefit of any creditor
of any Party or any other person. No such creditor or third party shall have any rights under this Agreement.


 


3.15         
Notice. Any notices required or permitted hereunder shall be deemed sufficiently given upon delivery if such
notice is in writing and is delivered via hand delivery, registered or certified mail, overnight courier, or by facsimile or electronic
mail, as follows:


 


If to Seller or the Company:


 


 


 


 


If to Buyer:


First Choice Healthcare Solutions Inc.


709 South Harbor City Boulevard, Suite 250


Melbourne Florida 32901


Attention: Christian Romandetti, President


 


Any Party may change the information set forth above upon written
notice to the other Party as provided in this Section.


 


3.16         
Public Announcement. Buyer shall be permitted to issue a public statement or press release about this Agreement
and make any other public filing(s) required by law.


 


3.17         
Binding Effect. The terms, covenants and conditions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.


 


3.18         
Waiver. Neither Party's waiver of the other's breach of any term, covenant or condition contained in this Agreement
shall be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition in this Agreement.


 


3.19         
Dispute Resolution; Attorneys' Fees. In the event of a dispute concerning the terms or conditions of this Agreement
that cannot be resolved informally, either Party may require the Parties to first submit the matter to mediation, pursuant to the
mediation procedures of a mediation agency selected by the Parties. This mediation shall consist of two mediation sessions of at
least two hours each, or until the mediator declares that the parties have reached an impasse, whichever occurs sooner. The Parties
shall be required to exercise their right to mediation prior to proceeding with litigation. In the event that suit or other action
is brought to enforce the provisions of this Agreement after mediation has concluded without a resolution, the prevailing Party
shall be entitled to recover from any non-prevailing Party all costs and reasonable attorneys' fees, including attorneys' fees
upon appeal incurred in connection therewith.


 






    	Page 5



    	 



    

 


3.20         
NO JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR
THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT
CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement effective as of the date first written above.


 


SELLER:


 


 


 


 


 


 


 


 


BUYER:


FIRST CHOICE HEALTHCARE SOLUTIONS, INC.


 


 


 


 


By: /s/ Christian Romandetti


Christian Romandetti, President


 






    	Page 6