AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN PAINCARE, INC. AND JAY ROSEN, M.D.Employment Agreement • March 25th, 2002 • Helpmate Robotics Inc • Misc industrial & commercial machinery & equipment • Florida
RECITALS :Asset Purchase Agreement • October 15th, 1999 • Helpmate Robotics Inc • Misc industrial & commercial machinery & equipment
COMMON STOCK PURCHASE WARRANT PAINCARE HOLDINGS, INC.Paincare Holdings Inc • October 4th, 2007 • Services-misc health & allied services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 6 months and 1 day from the date of the Purchase Agreement (the “Initial Exercise Date”) and on or prior to the close of business on the 6 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Paincare Holdings, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EQUIPMENT SCHEDULE NO. 08 ("EQUIPMENT SCHEDULE") TO MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE") BETWEEN Leasing Technologies International, Inc. ("LESSOR") AND HelpMate Robotics Inc. ("LESSEE")Master Lease Agreement • May 8th, 1997 • Helpmate Robotics Inc • Misc industrial & commercial machinery & equipment
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2006 among PainCare Holdings, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among PAINCARE HOLDINGS, INC. as the "Buyer" ANDREA TRESCOT, M.D. as the "Stockholder" and PAIN AND REHABILITATION NETWORK, INC. as the "Company" Dated: December 1, 2002Agreement and Plan of Merger • December 27th, 2002 • Helpmate Robotics Inc • Misc industrial & commercial machinery & equipment • Florida
REGISTRATION RIGHTS AGREEMENT FOR SHAREHOLDERS OF PAIN & REHABILITATION NETWORK, INC. Effective December 1, 2002Registration Rights Agreement • December 27th, 2002 • Helpmate Robotics Inc • Misc industrial & commercial machinery & equipment • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2007 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2007, between Paincare Holdings, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.01 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HELPMATE ROBOTICS, INC., HELPMATE ROBOTICS SUBSIDIARY, INC.Agreement and Plan of Reorganization • January 4th, 2002 • Helpmate Robotics Inc • Misc industrial & commercial machinery & equipment • Connecticut
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2007 • Paincare Holdings Inc • Services-misc health & allied services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2007, between Paincare Holdings, Inc., a Florida corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractPaincare Holdings Inc • April 30th, 2004 • Services-misc health & allied services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2004, among PainCare Holdings, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 1, 2004, among PainCare Holdings, Inc., a Florida corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of PainCare Holdings, Inc.Paincare Holdings Inc • September 8th, 2004 • Services-misc health & allied services, nec
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 1, 2004 (the “Initial Exercise Date”) and on or prior to the close of business on the fourth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PainCare Holdings, Inc., a corporation incorporated in Florida (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $[$3.60 and $3.76, respectively], subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated July 1, 2004, between
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • April 28th, 2003 • Paincare Holdings Inc • Misc industrial & commercial machinery & equipment • Illinois
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2004 • Paincare Holdings Inc • Misc industrial & commercial machinery & equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2003, among PainCare Holdings, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Paincare Holdings Inc • August 7th, 2006 • Services-misc health & allied services, nec • New York
THIS 8.5% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8.5% Convertible Debentures of Paincare Holdings, Inc., a Florida corporation, having its principal place of business at 37 North Orange Avenue, Suite 500, Orlando, Florida 32801 (the “Company”), designated as its 8.5% Convertible Debenture due August __, 2009 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
PAINCARE HOLDINGS, INC. SECURITIES PURCHASE AGREEMENT June 30, 2004Securities Purchase Agreement • September 8th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2004, by and between PAINCARE HOLDINGS, INC., a Florida corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Paincare Holdings Inc • September 8th, 2004 • Services-misc health & allied services, nec
THIS DEBENTURE is one of a series of duly authorized and issued 7.5% Convertible Debentures of PainCare Holdings, Inc., a Florida corporation, having a principal place of business at 37 North Orange Avenue, Suite 500, Orlando, FL 32801 (the “Company”), designated as its 7.5% Convertible Debenture, due July 1, 2007(the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE ACQUISITION COMPANY XIX, INC., DESERT PAIN MEDICINE GROUP, A MEDICAL CORPORATION AND EXECUTION DATE: JANUARY 20, 2006.Merger Agreement and Plan of Reorganization • January 25th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
SETTLEMENT AGREEMENTSettlement Agreement • August 28th, 2007 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
This Settlement Agreement (“Settlement Agreement”) is entered into effective as of August 13, 2007, by and among PainCare Holdings, Inc. (“PainCare”) and PainCare Acquisition Company XIX, Inc. (“PainCare Sub”) (PainCare and PainCare Sub are hereinafter sometimes referred to as the “Sellers”) and DESERT PAIN CARE MEDICINE GROUP, INC., A MEDICAL CORPORATION, a California professional corporation (the “Practice”) and C. Edward Anderson, Jr., M.D. (“Dr. Anderson”)(the Practice and Dr. Anderson are hereinafter sometimes referred to as the “Purchasers”). Each of the Sellers and the Purchasers may be referred to herein as a “Party” or collectively, as the “Parties.”
ContractPaincare Holdings Inc • September 8th, 2004 • Services-misc health & allied services, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AND SECURITY AGREEMENT by and among PAINCARE HOLDINGS, INC. as Parent and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and HBK INVESTMENTS L.P. as the Arranger and...Loan and Security Agreement • June 1st, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of May 10, 2005, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), HBK INVESTMENTS L.P., a Texas limited partnership, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and, on the other hand, PAINCARE HOLDINGS, INC., a Florida corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
Exhibit "8.1" May 10, 2002Helpmate Robotics Inc • May 15th, 2002 • Misc industrial & commercial machinery & equipment
FOURTH ADDENDUM TO EMPLOYMENT AGREEMENT BY AND BETWEEN PAINCARE HOLDINGS, INC. AND RONALD RIEWOLDEmployment Agreement • June 1st, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec
THIS FOURTH ADDENDUM (hereinafter “Addendum”) TO THAT CERTAIN EMPLOYMENT AGREEMENT BY AND BETWEEN PAINCARE HOLDINGS, INC. AND RONALD RIEWOLD dated February 7, 2003, as amended (the “Employment Agreement”), is executed as of May 26, 2006 (the “Execution Date”) by and between PainCare Holdings, Inc., a Florida corporation (the “Company”) and Ronald Riewold (“Employee”).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE ACQUISITION COMPANY XIII, INC., RICK TAYLOR, D.O., P.A. AND RICK TAYLOR, D.O. EXECUTION DATE: JUNE 7, 2004.Merger Agreement and Plan of Reorganization • June 10th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • Texas
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into on the 7th day of June, 2004 (the “Execution Date”) by and among PAINCARE HOLDINGS, INC., a Florida corporation (“PainCare”), PAINCARE ACQUISITION COMPANY XIII, INC., a Florida corporation (“Subsidiary”), in which PainCare and the Subsidiary are sometimes referred to herein as the “Acquiring Companies”, and RICK TAYLOR, D.O., P.A., a Texas professional association (the “Company”), and RICK TAYLOR, D.O., an individual (“Shareholder”).
SECURITIES PURCHASE AGREEMENT by and among PSHS PARTNERSHIP VENTURES, INC., GARY J. LUSTGARTEN PROFIT SHARING AND TRUST , RONALD DeMEO, M.D., GAETANO SCUDERI, M.D., ARTURO CORCES, M.D., PAINCARE HOLDINGS, INC., a nd PAINCARE SURGERY CENTERS II, INC....Securities Purchase Agreement • August 3rd, 2005 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
ASSET PURCHASE AGREEMENT BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE SURGERY CENTERS III, INC., CENTER FOR PAIN MANAGEMENT ASC, LLC, AND ITS MEMBERS Dated as of September 26, 2005Asset Purchase Agreement • June 29th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into effective the 26th day of September, 2005 (the “Execution Date”), by and among MARK H. COLEMAN, M.D. (“Dr. Coleman”), PRABAAL DEY, M.D. (“Dr. Dey”), MARC A. LOEV, M.D. (“Dr. Loev”), LESTER A. ZUCKERMAN, M.D. (“Dr. Zuckerman”), CENTER FOR PAIN MANAGEMENT ASC, LLC, a Maryland limited liability company (the “Company”), PAINCARE HOLDINGS, INC., a Florida corporation (“PainCare”) and its wholly owned subsidiary, PAINCARE SURGERY CENTERS III, INC., a Florida corporation (the “Subsidiary”). Dr. Dey, Dr. Loev, Dr. Coleman and Dr. Zuckerman are sometimes referred to herein as the “Members.” The Company and the Members are sometimes referred to herein as the “Sellers” and PainCare and the Subsidiary are sometimes referred to herein as the “Purchaser.” The Purchaser and the Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PAINCARE HOLDINGS, INC., PAINCARE ACQUISITION COMPANY X, INC., REW MERGER CORP. AND ROBERT E. WRIGHT, M.D. AND KENNETH M. ALO, M.D. EXECUTION DATE: APRIL 29, 2004.Merger Agreement and Plan of Reorganization • May 19th, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into effective the 29th day of April, 2004 (the “Execution Date”) by and among PAINCARE HOLDINGS, INC., a Florida corporation (“PainCare”), PAINCARE ACQUISITION COMPANY X, INC., a Florida corporation (“Subsidiary”), in which PainCare and the Subsidiary are sometimes referred to herein as the “Acquiring Companies”, and REW MERGER CORP., a Colorado corporation formerly known as Denver Pain Management, P.C. (the “Company”), and ROBERT E WRIGHT, M.D., an individual (“Dr. Wright”), and KENNETH M. ALO, M.D., an individual (“Dr. Alo”) .
MANAGEMENT SERVICES AGREEMENT BY AND AMONG PAINCARE ACQUISITION COMPANY V, INC. INDUSTRIAL & SPORT REHABILITATION, LTD., d/b/a ASSOCIATED PHYSICIANS GROUP, ASSOCIATED PHYSICIAN GROUP, LTD. AND JOHN VICK DATED AS OF APRIL 25, 2003Management Services Agreement • August 15th, 2003 • Paincare Holdings Inc • Misc industrial & commercial machinery & equipment • Illinois
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • April 24th, 2003 • Paincare Holdings Inc • Misc industrial & commercial machinery & equipment • Florida
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN PAINCARE HOLDINGS, INC., AND GEORGIA PAIN PHYSICIANS, P.C. AND ROBERT E. WINDSOR, M.D. DATED: May 25th , 2004.Agreement of Purchase and Sale • June 3rd, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
THIS AGREEMENT OF PURCHASE AND SALE (the “Agreement”) is entered into effective this 25th day of May, 2004, by and between Georgia Pain Physicians, P.C., a Georgia professional corporation (the “Company”) and its sole shareholder, Robert E. Windsor, M.D., an individual residing in the State of Georgia (“Dr. Windsor”) and PainCare Holdings, Inc., a Florida corporation (hereinafter referred to as “Buyer” or sometimes “PainCare”).
PARTNERSHIP INTEREST PURCHASE AGREEMENT By and Among PAINCARE SURGERY CENTERS II, INC. And SURGERY PARTNERS HOLDINGS, LLC And SURGERY PARTNERS OF CORAL GABLES, LLCPartnership Interest Purchase Agreement • August 6th, 2007 • Paincare Holdings Inc • Services-misc health & allied services, nec • Florida
THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into as of August 3, 2007 (the “Effective Date”), by and between SURGERY PARTNERS HOLDINGS, LLC, a Florida limited liability company (“Surgery Partners”), SURGERY PARTNERS OF CORAL GABLES, LLC, a Florida limited liability company (“SPCG”, and together with Surgery Partners, the “Purchaser”) and PAINCARE SURGERY CENTERS II, INC., a Florida corporation (the “Seller”). The Seller and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All terms capitalized for purposes other than grammar or syntax shall have the meanings set forth in Article XI below.
