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”).
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...Convertible Security Agreement • August 7th, 2006 • Paincare Holdings Inc • 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”).
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”).
AMENDMENT AGREEMENTAmendment Agreement • August 7th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of August 2, 2006 among PainCare Holdings, Inc., a Florida corporation (the “Company”), Midsummer Investment, Ltd. (“Midsummer”) and Islandia, L.P. (“Islandia”) (each of Midsummer and Islandia, including its successors and assigns, also referred to as a “Holder” and collectively the “Holders”). The Holders are the holders of the Company’s 7.5% Convertible Debentures due December 17, 2006 (the “2003 Debentures”) and the Company’s 7.5% Convertible Debenture due July 1, 2007 (the “2004 Debentures” and collectively with the 2003 Debentures, the “Debentures”) Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement, dated December 17, 2003, by and among the Company and the Holders (the “2003 Purchase Agreement”) and the Securities Purchase Agreement, dated July 1, 2004, by and among the Company and the Holders (the “2004 Purchase Agreement” and collectively with the 2003 Purchase Agree
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • August 7th, 2006 • Paincare Holdings Inc • Services-misc health & allied services, nec • New York
THIS AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of August 2, 2006, is entered into by and among 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”), each of the lenders that is a signatory to this Amendment (together with their respective successors and permitted assigns, individually, “Lender” and, collectively, “Lenders”), and HBK INVESTMENTS L.P., a Delaware limited partnership, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, “Agent”; and together with each of the Lenders, individually and collectively, the “Lender Group”), in light of the following:
