Exhibit 99.2
March 15, 2007
BY FEDERAL EXPRESS, ELECTRONIC
& FACSIMILE TRANSMISSION
PainCare Holdings, Inc.
1030 North Orange Avenue
Suite 105
Orlando, Florida 32801
Attention: CEO
Facsimile No.: 407-367-0950
E-mail: Randy@paincareinc.com
Re: Notice of Breach and Default
Under Asset Purchase
Agreement and Stock Pledge Agreement
Gentlemen:
Reference is made to (a) the Asset
Acquisition Agreement, dated as of December 1, 2004 (the
“Agreement”), by and among PainCare Holdings, Inc.
(“PainCare”), PainCare Acquisition Company XV, Inc.
(“Subsidiary”), The Center for Pain Management, LLC
(the “Company”) and the Company’s owners of
membership interests (“Members”), and (ii) the Stock
Pledge Agreement, dated February 7, 2005 (the “Stock Pledge
Agreement”), by and among PainCare and the Members.
Capitalized terms used in this Notice that are defined in the
Agreement or in the Stock Pledge Agreement shall have the same
meaning herein as therein.
Pursuant to Section 3.4 of the
Agreement, PainCare was required to pay to the members on or prior
to February 28, 2007, an Adjusted Installment Payment in the cash
amount of Two Million and Twenty-Six Thousand, Seven Hundred
Thirty-one Dollars ( U.S. $2,026,731) and 1,121,103 shares of
PainCare capital stock (each as determined in accordance with the
Agreement) with respect to the Formula Period ended November
30,2006. Despite repeated demands for such payment, PainCare has
refused to comply with its obligations under the Agreement.
Accordingly, notice is hereby given to PainCare that it is in
material breach of, and has fai
