FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • March 15th, 2007 • MBF Healthcare Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Company”), MBF HEALTHCARE PARTNERS, L.P. (“Initial Stockholder”) and Continental Stock Transfer & Trust Company (“Escrow Agent”).
MBF HEALTHCARE ACQUISITION CORP. (a Delaware corporation) 18,750,000 Units PURCHASE AGREEMENTMBF Healthcare Acquisition Corp. • March 15th, 2007 • Blank checks • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, MORGAN JOSEPH & CO. INC. LADENBURG THALMANN & CO. INC. as Representative(s) of the several Underwriters to be named in the within-mentioned Purchase Agreement c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080
MBF Healthcare Acquisition Corp. Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Joseph & Co. Inc. Ladenburg Thalmann & Co. Inc. as Representatives of the Several Underwriters World Financial Center New York, New York...MBF Healthcare Acquisition Corp. • March 15th, 2007 • Blank checks
This letter, including Schedule 1 attached hereto, will confirm the agreement of the undersigned to purchase shares of common stock (“Common Stock”) of MBF Healthcare Acquisition Corp. (“Company”) upon the terms and conditions set forth herein. The attached letter on Schedule 1 is intended to constitute a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).
Omnibus Form of Insider Letter Agreement]MBF Healthcare Acquisition Corp. • March 15th, 2007 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MBF Healthcare Acquisition Corp., a Delaware corporation (the “Company”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Joseph & Co. Inc. and Ladenburg Thalmann & Co., Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (a “Warrant”), it being understood that the underwriters are party hereto solely with respect to Sections 9 and 12 through 16. Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2007 • MBF Healthcare Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (the “Agreement”) is made as of by and between MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2007 • MBF Healthcare Acquisition Corp. • Blank checks • New York
This registration rights agreement (this “AGREEMENT”) is entered into as of the ___ day of [ ], 2007, by and among MBF Healthcare Acquisition Corp., a Delaware corporation (the “COMPANY”) and MBF Healthcare Partners, L.P. (the “INITIAL STOCKHOLDER”).
