Exhibit 10.1


 


SIXTH AMENDMENT TO


VOTING AND STANDSTILL AGREEMENT







This SIXTH AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Sixth Amendment”) is made and entered into on October 27, 2014, by and among United American Healthcare Corporation, a Nevada corporation (“UAHC”), St. George Investments, LLC, an Illinois limited liability company (“St. George”), and The Dove Foundation, an Illinois trust (“Dove”). UAHC, St. George, and Dove are referred to herein individually as a “Party” and collectively as the “Parties.”







RECITALS







A.            On March 19, 2010, UAHC and St. George entered into that certain Voting and Standstill Agreement (the “VSA”);







B.            On June 7, 2010, UAHC and St. George entered into that certain Amendment to Voting and Standstill Agreement (the “First Amendment”), which amended the VSA;







C.            On June 7, 2010, Dove entered into that certain Agreement to Join the Voting and Standstill Agreement (the “Joinder”), by which Dove joined the VSA, as amended by the First Amendment, and UAHC and St. George acknowledged and accepted the Joinder;







D.            On June 18, 2010, UAHC, St. George, and Dove entered into that certain Acknowledgement and Waiver of Certain Provisions of the Voting and Standstill Agreement (the “Acknowledgement and Waiver”);







E.            On November 3, 2011, the Parties entered into that certain Second Amendment to Voting and Standstill Agreement (the “Second Amendment”), which further amended the VSA;







F.            On May 15, 2012, the Parties entered into that certain Third Amendment to Voting and Standstill Agreement (the “Third Amendment”), which further amended the VSA;







G.            On January 10, 2013, the Parties entered into that certain Fourth Amendment to Voting and Standstill Agreement (the “Fourth Amendment”), which further amended the VSA;







H.            On October 9, 2013, the Parties entered into that certain Fourth Amendment to Voting and Standstill Agreement (the “Fifth Amendment”), which further amended the VSA;







I.            The VSA, as amended by the First Amendment, as joined by Dove pursuant to the Joinder, and as further amended by the Acknowledgement and Waiver, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment, is referred to herein as the “Amended VSA”;








J.            The “Put Commencement Date” (as set forth in Section 2 of the Fifth Amendment) was on October 1, 2014, whereupon each of St. George and Dove has a present right to exercise the “Put Option” pursuant to Section 5.1 of the Amended VSA;







K.            Each of St. George and Dove is willing to forbear from exercising its Put Option during the “Put Exercise Period” (as defined in Section 5.1 of the Amended VSA) that commenced on October 1, 2014, in exchange for UAHC’s agreement to postpone the Put Commencement Date, until April 1, 2015 (with the result that either or both of St. George and Dove may exercise its Put Option during the new Put Exercise Period commencing on April 1, 2015 and expiring on September 30, 2015), provided that either or both of St. George and Dove may elect to accelerate the Put Commencement Date upon the occurrence of any one of certain events, as set forth in Section 3 of the Third Amendment; and







L.            The Parties desire to further amend the Amended VSA as set forth in this Sixth Amendment in order to memorialize the mutual agreement set forth in the previous recital and the remainder of this Sixth Amendment.







NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated in this Sixth Amendment, and for other good and valuable consideration, including the mutual obligations set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:







1.            Forbearance. Each of St. George and Dove agrees to forbear from exercising its Put Option during the Put Exercise Period that commenced on October 1, 2014, in consideration of UAHC’s agreement to postpone the Put Commencement Date until April 1, 2015, pursuant to Section 2 of this Sixth Amendment.







2.            Postponement of Put Commencement Date. The Parties agree that the Put Commencement Date shall be April 1, 2015 and that, as a result, the Put Exercise Period shall end on September 30, 2015.







3.            No Other Changes. All terms of the Amended VSA, except as amended by this Sixth Amendment, remain in full force and effect.







[Signature page follows.]



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IN WITNESS WHEREOF, the undersigned Parties, being duly authorized, have executed this Sixth Amendment as of the date first written above.







	 	
UNITED AMERICAN HEALTHCARE CORPORATION


	 	 	 	 	 
	 	
By:

	
/s/ Robert T. Sullivan

	 
	 	
Name:

	
Robert T. Sullivan

	 
	 	
Title:

	
Secretary, Treasurer and CFO

	 
	 	 	 	 	 
	 	 	 	 	 
	 	
ST. GEORGE INVESTMENTS, LLC


	 	 	 	 	 
	 	
By:

	
Fife Trading, Inc.,

	 
	 	 	
an Illinois corporation,

	 
	 	 	
its Manager

	 
	 	 	 	 	 
	 	 	
By:

	
/s/ John M. Fife

	 
	 	 	
Name:

	
John M. Fife

	 
	 	 	
Title:

	
President

	 
	 	 	 	 	 
	 	 	 	 	 
	 	
THE DOVE FOUNDATION


	 	 	 	 	 
	 	
By:

	
/s/ James M. Delahunt

	 
	 	
Name:

	
James M. Delahunt

	 
	 	
Title:

	
Trustee

	 












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