Common use of Company Representations, Warranties and Covenants Clause in Contracts

Company Representations, Warranties and Covenants. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed (or has otherwise cured all late filings to the satisfaction of the Securities and Exchange Commission (the “SEC”)) all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act; other than in respect of i) its annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005; ii) its quarterly report on Form 10-Q for the Company’s fiscal quarter ended March 31, 2006, and iii) prior periodic reports filed by the Company with the SEC which the SEC requires the Company to amend as a result of the Company's restatement of its financial statements as set forth in the Company's annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005. (b) The Company will not issue any stop transfer order or other order impeding the sale and delivery of any of the Closing Shares at such time as such Closing Shares are registered for public sale or an exemption from registration is available, except as required by federal or state securities laws. (c) The Company agrees that upon issuance, the Closing Shares shall bear a legend which shall be in substantially the following form until such shares are covered by and sold under an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding anything herein to the contrary and except with respect to the registration rights and registration obligations pursuant to that certain Securities Purchase Agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "SPA"), and that certain registration rights agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "RRA"), which are superseded by Section 3 below, the Shares shall be deemed to be “Underlying Shares” under the terms of the SPA and the Company’s obligations under the SPA with respect to Underlying Shares, including the obligation to remove legends pursuant to SPA Section 4.1, shall remain in effect with respect to the Shares.

Company Representations, Warranties and Covenants. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed (or has otherwise cured all late filings to the satisfaction of the Securities and Exchange Commission (the “SEC”)) all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act; other than in respect of i) its annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005; ii) its quarterly report on Form 10-Q for the Company’s fiscal quarter ended March 31, 2006, and iii) prior periodic reports filed by the Company with the SEC which the SEC requires the Company to amend as a result of the Company's restatement of its financial statements as set forth in the Company's annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005. (b) The Company will not issue any stop transfer order or other order impeding the sale and delivery of any of the Closing Shares at such time as such Closing Shares are registered for public sale or an exemption from registration is available, except as required by federal or state securities laws. (c) The Company agrees that upon issuance, the Closing Shares shall bear a legend which shall be in substantially the following form until such shares are covered by and sold under an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding anything herein to the contrary and except with respect to the registration rights and registration obligations pursuant to that certain Securities Purchase Agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "SPA"), and that certain registration rights agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "RRA"), which are superseded by Section 3 below, the Shares shall be deemed to be “Underlying Shares” under the terms of the SPA and the Company’s obligations under the SPA with respect to Underlying Shares, including the obligation to remove legends pursuant to SPA Section 4.1, shall remain in effect with respect to the Shares.”

Company Representations, Warranties and Covenants. (aa. Company re-makes, as of the date hereof, solely with respect to the Accelerated Warrants, each of the representations and warranties set forth in Section 8(a) The Common Stock is registered pursuant to through 8(c) and 8(e) through 8(g)and Section 12(b) or 12(g9(d) of the Base Warrant Confirmation, in each case, as if (i) references therein to the “Transaction” were deemed replaced with references to the Transaction as amended by this Amendment (solely as it relates to the Accelerated Warrants), (ii) references therein to the “Confirmation” were deemed replaced with references to this Amendment and to the Base Warrant Confirmation as amended by this Amendment (solely as it relates to the Accelerated Warrants) and (iii) references in Section 8(f) of the Base Warrant Confirmation to “Section 1a(12)” and “Section 1a(12)(C)” were deemed replaced with references to “Section 1a(18)” and “Section 1a(18)(C)”, respectively. b. Company agrees that on each day during any Expiration Period (as defined below), the Shares and any securities that are convertible into, or exchangeable or exercisable for, Shares shall not be subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act and the that Company has timely filed (or has otherwise cured all late filings to the satisfaction of the Securities and Exchange Commission (the shall not engage in any “SEC”)) all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it distribution,” as such term is defined in Regulation M under the Exchange Act; , other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M under the Exchange Act, until the second Exchange Business Day immediately following the last day of such Expiration Period. “Expiration Period” means, the period from, and including, the First Expiration Date thereunder in respect of i) its annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005; ii) its quarterly report on Form 10-Q for the Company’s fiscal quarter ended March 31, 2006any Accelerated Warrant to, and iii) prior periodic reports filed by including, the Company with the SEC which the SEC requires the Company to amend as a result of the Company's restatement of its financial statements as set forth last Expiration Date thereunder in the Company's annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005. (b) The Company will not issue any stop transfer order or other order impeding the sale and delivery respect of any of the Closing Shares at such time as such Closing Shares are registered for public sale or an exemption from registration is available, except as required by federal or state securities laws. (c) The Company agrees that upon issuance, the Closing Shares shall bear a legend which shall be in substantially the following form until such shares are covered by and sold under an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding anything herein to the contrary and except with respect to the registration rights and registration obligations pursuant to that certain Securities Purchase Agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "SPA"), and that certain registration rights agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "RRA"), which are superseded by Section 3 below, the Shares shall be deemed to be “Underlying Shares” under the terms of the SPA and the Company’s obligations under the SPA with respect to Underlying Shares, including the obligation to remove legends pursuant to SPA Section 4.1, shall remain in effect with respect to the Shares.Accelerated Warrant

Company Representations, Warranties and Covenants. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed (or has otherwise cured all late filings to the satisfaction of the Securities and Exchange Commission (the “SEC”)) all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act; other than in respect of i) its annual report on Form 10-K KSB for the Company’s fiscal year ended December 31, 2005; ii) its quarterly report on Form 10-Q QSB for the Company’s fiscal quarter ended March 31, 2006, and iii) prior periodic reports filed by the Company with the SEC which the SEC requires the Company to amend as a result of the Company's ’s restatement of its financial statements as set forth in the Company's ’s annual report on Form 10-K KSB for the Company’s fiscal year ended December 31, 2005. (b) The Company will not issue any stop transfer order or other order impeding the sale and delivery of any of the Closing Shares at such time as such Closing Shares are registered for public sale or an exemption from registration is available, except as required by federal or state securities laws. (c) The Company agrees that upon issuance, the Closing Shares shall bear a legend which shall be in substantially the following form until such shares are covered by and sold under an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGSVERTICAL HEALTH SOLUTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding anything herein to the contrary and except with respect to the registration rights and registration obligations pursuant to that certain Securities Purchase Agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "SPA"), and that certain registration rights agreement dated December 2003, by and among the Company, Islandia and the other purchasers signatory thereto (the "RRA"), which are superseded by Section 3 below, the Shares shall be deemed to be “Underlying Shares” under the terms of the SPA and the Company’s obligations under the SPA with respect to Underlying Shares, including the obligation to remove legends pursuant to SPA Section 4.1, shall remain in effect with respect to the Shares.”

Company Representations, Warranties and Covenants. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed (or has otherwise cured all late filings to the satisfaction of the Securities and Exchange Commission (the “SEC”)) all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act; other than in respect of i) its annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005; ii) its quarterly report on Form 10-Q for the Company’s fiscal quarter ended March 31, 2006, and iii) prior periodic reports filed by the Company with the SEC which the SEC requires the Company to amend as a result of the Company's restatement of its financial statements as set forth in the Company's annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005. (b) The Company will not issue any stop transfer order or other order impeding the sale and delivery of any of the Closing Shares at such time as such Closing Shares are registered for public sale or an exemption from registration is available, except as required by federal or state securities laws. (c) The Company agrees that upon issuance, the Closing Shares shall bear a legend which shall be in substantially the following form until such shares are covered by and sold under an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding anything herein to the contrary and except with respect to the registration rights and registration obligations pursuant to that certain Securities Purchase Agreement dated December 2003July 1, 2004, by and among the Company, Islandia Midsummer and the other purchasers signatory thereto (the "SPA"), and that certain registration rights agreement dated December 2003July 1, 2004, by and among the Company, Islandia Midsummer and the other purchasers signatory thereto (the "RRA"), which are superseded by Section 3 below, the Shares shall be deemed to be “Underlying Shares” under the terms of the SPA and the Company’s obligations under the SPA with respect to Underlying Shares, including the obligation to remove legends pursuant to SPA Section 4.1, shall remain in effect with respect to the Shares.