FORM OF WARRANT AGREEMENTForm of Warrant Agreement • April 13th, 2007 • MBF Healthcare Acquisition Corp. • Blank checks • New York
This Warrant Agreement is made as of ___, 2007 between MBF Healthcare Acquisition Corp., a Delaware corporation, with offices at 121 Alhambra Plaza, Suite 1100 Coral Gables, Florida 33134 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • April 13th, 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. • April 13th, 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
AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • April 13th, 2007 • MBF Healthcare Acquisition Corp. • Blank checks • Florida
THIS AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 13th day of April, 2007 among MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), and MBF HEALTHCARE PARTNERS, L.P., (the “Purchaser”).
Omnibus Form of Insider Letter Agreement]MBF Healthcare Acquisition Corp. • April 13th, 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 • April 13th, 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 • April 13th, 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”).
