PAINCARE HOLDINGS, INC. 12,000,000 Shares Common Stock UNDERWRITING AGREEMENT Dated [trade date]Underwriting Agreement • September 22nd, 2004 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
PainCare Holdings, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the Underwriters listed in Schedule A hereto (the “Underwriters”) 12,000,000 shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,800,000 additional shares (the “Additional Shares”) of Common Stock as set forth below. The Firm Shares and the Additional Shares are herein collectively called the “Shares.” The terms, “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement.
