0001193125-08-007504 Sample Contracts

FORBEARANCE AGREEMENT
Forbearance Agreement • January 17th, 2008 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York

THIS FORBEARANCE AGREEMENT (this “Agreement”), dated as of January 11, 2008, 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.

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