AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
Exhibit 10.2
AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Amendment”) is made and entered into
on June 7, 2010, at 3:00 p.m. Central Daylight Time, by and between United American Healthcare
Corporation, a Michigan corporation (the “Company”) and St. Xxxxxx Investments, LLC, a Delaware
limited liability company (“St. Xxxxxx”).
1. This Amendment amends that certain Voting and Standstill Agreement (the “Agreement”) that
was made and entered into as of March 19, 2010, by and between the Company and St. Xxxxxx, by
adding the following language as Section 10.1(f) of the Agreement:
“(f) The Company may elect to eliminate the cash reserve required pursuant to
SECTIONS 10.1(b), 10.1(c) and 10.1(e) above, provided that it replaces such cash
reserve with other collateral that is reasonably acceptable to St. Xxxxxx.”
2. St. Xxxxxx hereby waives, for a period of 45 days commencing on the date hereof, compliance
of the Company with its covenants set forth in Sections 10.1(b), 10.1(c) and 10.1(e) of that
certain Voting and Standstill Agreement that was made and entered into as of March 19, 2010, as
amended by that certain Amendment to Voting and Standstill Agreement made and entered into as of
the date and time hereof, by and between the Company and St. Xxxxxx.
3. The following language is hereby deemed by the Company and St. Xxxxxx to be added as
Subsection (a)(vi) under the definition of “Event of Default” in Section 10 of the Certificate of
Designations, Preferences and Rights of Series A Preferred Stock of the Company, which is attached
as Exhibit A to the Agreement:
“(a)(vi) In the event that the Company elects to eliminate the cash reserve
pursuant to Section 10.1(f) of that certain Voting and Standstill Agreement made
and entered into as of March 19, 2010, and amended on June 4, 2010, by and between
the Company and St. Xxxxxx Investments, LLC, then Subsections (a)(ii), (a)(iii) and
(a)(v) above shall be null and of no effect.”
4. All terms and conditions of the Agreement, except for those modified by this Amendment, are
hereby ratified and confirmed.
| COMPANY: | ST. XXXXXX: | |||||||||||
| United American Healthcare Corporation, | St. Xxxxxx Investments, LLC, | |||||||||||
| a Michigan corporation | a Delaware limited liability company | |||||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | By: | Fife Trading, Inc. | |||||||||
| Name: Xxxxxxx X. Xxxxxx | an Illinois corporation, its Manager | |||||||||||
| Title: President and Chief Executive Officer | ||||||||||||
| By: | /s/ Xxxx X. Xxxx | |||||||||||
| Name: Xxxx X. Xxxx | ||||||||||||
| Title: President | ||||||||||||
