EXHIBIT 99.1
SUPPLEMENTAL
AGREEMENT
SUPPLEMENTAL AGREEMENT, dated as
of December 5, 2006 (the “Agreement”), by and among
MARK H. COLEMAN, M.D., PRABAAL DEY, M.D., MARC A. LOEV, M.D. and
LESTER A. ZUCKERMAN, M.D. (such individuals being collectively
referred to as the “Members”), CENTER FOR PAIN
MANAGEMENT ASC, LLC, a Maryland limited liability company (the
“Company”), PAINCARE HOLDINGS, INC., a Florida
corporation (“PainCare”), and its wholly-owned
subsidiary, PAINCARE SURGERY CENTERS III, INC., a Florida
corporation (the “Subsidiary”).
W I T N E S S E T
H:
A. The Parties have executed and
delivered an Asset Purchase Agreement, effective as of September
26, 2005 (the “Asset Purchase Agreement”), and various
additional documentation and agreements, including, without
limitation, a Guaranty, a Promissory Note, and a PainCare Stock
Pledge Agreement, each effective as of September 26, 2005, pursuant
to which, among other things, the Subsidiary is obligated to pay to
the Company the sum of $7,758,750 in principal and interest on or
prior to January 3, 2007, and PainCare has guaranteed the prompt
payment thereof and pledged certain collateral to secure the
payment thereof.
B. PainCare and Subsidiary have
requested an extension of time to make full payment of all amounts
due under the Promissory Note, and the Parties have agreed that, in
consideration for any such extension, the Purchase Price
Consideration under the Asset Purchase Agreement shall be increased
by the sum of $300,000.00 in recognition of a part of the increased
value of assets transferred to the Subsidiary thereunder.
NOW, THEREFORE, in consideration
of the mutual promises and covenants herein contained and the sum
of ten dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, hereby agree as
follows:
1. Defined Terms . Unless
otherwise defined in this Agreement, capitalized terms defined in
the Asset Purchase Agreement shall have the same meanings herein as
in the Asset Purchase Agreement.
2. Extension of Time for
Payment . Effective as of the date hereof, (a) the date for
payment of all amounts due and payable under the Promissory Note
shall be extended to April 3, 2007 (with interest thereon
continuing until the date of payment), and (b) any breach of, or
default under, the Supplemental Note (as defined in Section 3
hereof) shall constitute an Event of Default under the Promissory
Note which shall cause
all amounts due under the Promissory Note
to be accelerated and to immediately become due and payable on and
as of the date of any such breach or default under the Supplemental
Note. Except as modified herein, all terms and conditions of the
Promissory Note are hereby reaffirmed and confirmed and shall
remain in full force and effect.
3. Consideration for
Extension . The Subsidiary shall agree to pay to the Company an
additional sum of Three Hundred Thousand Dollars ($300,000) (the
“Supplemental Consideration”) and shall concurrently
herewith execute and deliver to the Company a promissory note (in
the form attached hereto as Exhibit A) in the principal amount of
Three Hundred Thousand Dollars in satisfaction thereof (the
“Supplemental Note”), which the Parties agree and
acknowledge represents a portion of the increased value of the
Purchased Assets received by the Subsidiary under the Asset
Purchase Agreement, and the Purchase Price Consideration is her
