EX-10.2



 Exhibit 10.2 

Execution Version 

MODIFICATION OF SETTLEMENT AND RELEASE AGREEMENT 

Upon mutual execution by the Parties hereto, this document shall amend and modify that certain Confidential Settlement and Release Agreement
(the “Agreement”) made and entered into on November 30, 2011 by and between Carol Schuster, an individual (“Schuster”), Michael Schuster, an individual (“Michael Schuster”), First Physicians
Capital Group, Inc. (f/k/a Tri-Isthmus Group, Inc.), a Delaware corporation ( “First Physicians”), and Rural Hospital Acquisition, LLC, an Oklahoma limited liability company (individually, “RHA” collectively with
First Physicians, “Defendants”) (all of the foregoing, collectively, the “Parties”). 
 RECOGNIZING that certain
material facts bearing on the Parties’ decision to enter into the Settlement may not have been fully or accurately understood or disclosed, the Parties have mutually agreed to modify and amend the Settlement as provided herein, subject to the
conditions provided herein, and not to be construed as a new or separate agreement, and upon which the Parties therefore, for good and valuable consideration, agree as follows: 

1. Definitions. Capitalized terms used in this Modification shall have the meanings provided in the Agreement unless otherwise stated
herein. No provisions of the Agreement are modified, amended, waived or otherwise effected by this Modification except as expressly set forth in this Modification. All provisions of the Agreement not expressly modified herein shall apply equally to
this Modification. The Agreement as modified by this Modification shall be construed together as a whole. 
 2. Modified Settlement
Payment Provision. Paragraph 7 of the Agreement is hereby superseded and replaced in its entirety with the following: 
 Obligations
of Defendants. Subject to the terms and conditions of the Agreement and this Modification, Defendants shall perform the following: 

a. Defendants shall deliver to Schuster $20,000.00 at the Closing, via immediately available funds, receipt of which is hereby
acknowledged. 
 b. RHA shall transfer, assign, grant, deliver and convey to Schuster without recourse the SPMC Note 1, the
SPMC Note 2, and all Guarantees associated therewith, free and clear of all Liens and without any conditions or restrictions on transferability. The transactions contemplated by this Section 7(b) will be effected and evidenced by the
endorsement and delivery by RHA to Schuster of the original SPMC Note 1, the original SPMC Note 2, the Guarantees and all other documents as Schuster may reasonably request. RHA shall provide written notice to SPA II of the transactions contemplated
by this Section 7(b), receipt of which is hereby acknowledged. 
 c. Defendants shall pay to the order of Schuster
$71,000.00 (the “Offset Recovery”), in the following installments: 
  

	 	i.	$5,000.00 to be received by March 15, 2012 

  

	 	ii.	$5,000.00 to be received by April 15, 2012 


  
 1 









	 	iii.	$5,000.00 to be received by May 15, 2012 

  

	 	iv.	$13,000.00 to be received by June 15, 2012 

  

	 	v.	$13,000.00 to be received by July 15, 2012 

  

	 	vi.	$13,000.00 to be received by August 15, 2012 

  

	 	vii.	$8,500.00 to be received by September 15, 2012 

  

	 	viii.	The balance to be received by October 15, 2012. 

 d. In the event of a
failure by Defendants to pay the minimum required installment upon the Offset Recovery balance, interest shall accrue and become payable by Defendants to Schuster upon then unpaid balance of the Offset Recovery at the annual rate of 5% until timely
paid in full. 
 3. Integration. Agreement Paragraph 21 is amended by replacing “Agreement” with the phrase
“Agreement, together with the subsequently executed Modification,” in each instance. 
 [signature page follows] 

  
 2 









 Execution Version 

 

 ACCEPTED AND AGREED: 

 

									
	FIRST PHYSICIANS CAPITAL GROUP, INC.
	(f/k/a TRI-ISTHMUS GROUP, INC.)
		
	By:	 	 /s/ David Hirschhorn

		 	Name:	 	David Hirschhorn	 	
		 	Title:	 	President	 	Date:	 	  

	
	RURAL HOSPITAL ACQUISITION, LLC
		
	By:	 	 /s/ David Hirschhorn

		 	Name:	 	David Hirschhorn	 	
		 	Title:	 	President	 	Date:	 	  

	
	 /s/ Carol Schuster

	Carol Schuster	 	
		 	Date:	 	3/15/2012
	
	 /s/ Michael Schuster

	Michael Schuster	 		 	
		 	Date:	 	3-15-12



  
 3