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 • 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”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of PainCare Holdings, Inc.Security Agreement • September 8th, 2004 • Paincare Holdings Inc • 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
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”).
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...Securities Agreement • September 8th, 2004 • Paincare Holdings Inc • 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”).
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”).
ContractWarrant Agreement • September 8th, 2004 • Paincare Holdings Inc • 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.
ContractSecured Convertible Term Note • September 8th, 2004 • Paincare Holdings Inc • 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.
