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”).
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”).
COMMON STOCK PURCHASE WARRANT PAINCARE HOLDINGS, INC.Securities Agreement • October 4th, 2007 • Paincare Holdings Inc • 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).
FORBEARANCE AGREEMENTForbearance Agreement • October 4th, 2007 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
THIS FORBEARANCE AGREEMENT (this “Agreement”), dated as of October 3, 2007, is entered into by and among the Lenders signatory hereto, HBK INVESTMENTS L.P., a Delaware limited partnership, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), PAINCARE HOLDINGS, INC., a Florida corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Loan Party”, and individually and collectively, jointly and severally, as the “Loan Parties”). Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement defined below.
