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EXHIBIT 99.2
TERMINATION AGREEMENT
This
TERMINATION AGREEMENT (the " Termination Agreement ")
is made this 22nd day of February, 2007 (the " Effective
Date "), by and among PainCare Acquisition Company XXI, Inc., a
Florida corporation (" PainCare Sub "), PainCare Holdings,
Inc., a Florida corporation (" PainCare "), Centeno Schultz,
Inc., a Colorado corporation (" New Practice "), Christopher
J. Centeno, M.D., P.C., a Colorado professional corporation ("
Original Practice "), Christopher J. Centeno, M.D., ("
Centeno ") and John Schultz, M.D. (" Schultz ").
PainCare Sub, PainCare, New Practice, Original Practice, Centeno
and Schultz are sometimes referred to herein singly as a "
Party " and collectively as the " Parties
."
RECITALS
WHEREAS , PainCare, as pledgor, and Centeno and
Schultz, as pledgees, are each a party to that certain Stock Pledge
Agreement, dated October 14, 2005 (the " PainCare Stock
Pledge "), and are each a party to that certain Escrow
Agreement For Stock Of PainCare Subsidiary, dated October 14, 2005,
with Cloverleaf Capital Advisors, LLC, as escrow agent (the "
PainCare Escrow Agreement ");
WHEREAS , Centeno, as pledgor, and PainCare Sub, as
creditor, are each a party to that certain Pledge Agreement, dated
October 14, 2005 (the " Centeno Pledge "), and are each a
party to that certain Escrow Agreement, dated October 14, 2005,
with Fleishman & Shapiro, P.C., as escrow agent (the "
Centeno Escrow Agreement ");
WHEREAS , Schultz, as pledgor, and PainCare Sub, as
creditor, are each a party to that certain Pledge Agreement, dated
October 14, 2005 (the " Schultz Pledge "), and are each a
party to that certain Escrow Agreement, dated October 14, 2005,
with Fleishman & Shapiro, P.C., as escrow agent (the "
Schultz Escrow Agreement ");
WHEREAS , PainCare Sub and New Practice are each a
party to (i) that certain Billing Agreement, dated October 14, 2005
(the " Billing Agreement "), (ii) that certain Employee
Lease Agreement, dated October 14, 2005 (the " Employee Lease
Agreement "), and (iii) that certain Limited Power of Attorney,
dated October 14, 2005 (the " Limited Power of Attorney
");
WHEREAS , New Practice and Original Practice are
each a party to that certain Management Services Agreement, dated
October 14, 2005 (" Practice’s Management Agreement
");
WHEREAS , PainCare, PainCare Sub, Original Practice,
Centeno and Schultz are each a party to that certain Right of First
Refusal Agreement Regarding Stem Cell Intellectual Property, dated
October 14, 2005 (" Right of First Refusal Agreement
");
WHEREAS , the Parties have agreed to terminate each
of the PainCare Stock Pledge, the PainCare Escrow Agreement, the
Centeno Pledge, the Centeno Escrow Agreement, the Schultz
Pledge, the Schultz
Escrow Agreement, the Billing Agreement, the Employee Lease
Agreement, the Limited Power of Attorney, the Practice’s
Management Agreement and the Right of First Refusal Agreement
(collectively, the " Original Transaction Agreements ");
and
WHEREAS , as a result of the foregoing, each of the
Parties hereto desire to enter into this Termination Agreement to
set forth in writing the understandin
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