MBF Healthcare Acquisition Corp. Sample Contracts

FORM OF WARRANT AGREEMENT
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”).

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MBF HEALTHCARE ACQUISITION CORP. (a Delaware corporation) 18,750,000 Units PURCHASE AGREEMENT
Purchase Agreement • April 13th, 2007 • MBF Healthcare Acquisition Corp. • 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

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FORM OF STOCK ESCROW AGREEMENT
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”).

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MBF Healthcare Management, LLC 121 Alhambra Plaza, Suite 1100 Coral Gables, FL 33134 (Hereinafter referred to as “MBFHM”) MBF Healthcare Acquisition Corp. 121 Alhambra Plaza, Suite 1100 Coral Gables, FL 33134 (the “Borrower”) Reference is made to that...
Letter Agreement • March 16th, 2009 • MBF Healthcare Acquisition Corp. • Blank checks • Florida

This Amended and Restated Letter Agreement (“Amended and Restated Agreement”) is entered into February 5, 2009 by and between MBFHM and Borrower, and shall evidence an increase in the maximum principal amount of the Loan to Three Million Dollars ($3,000,000.00). Relying upon the covenants, agreements, representations and warranties contained in this Amended and Restated Agreement, MBFHM is willing to extend credit to Borrower upon the terms and subject to the conditions set forth herein, and MBFHM and Borrower agree as follows:

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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...
Stock Purchase Agreement • March 30th, 2007 • MBF Healthcare Acquisition Corp. • 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”).

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AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT
Private 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”).

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Omnibus Form of Insider Letter Agreement]
Insider Letter Agreement • April 13th, 2007 • MBF Healthcare Acquisition Corp. • 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.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 6th, 2006 • MBF Heathcare Acquisition Corp. • Florida

THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 3rd day of July, 2006 among MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), and MBF HEALTHCARE PARTNERS, L.P., (the “Purchaser”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • February 7th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

This Subscription Agreement (this “Agreement”) is dated as of February 6, 2008, among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, an “Purchaser” and collectively, the “Purchasers”).

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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 28th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

THIS AMENDMENT NO. 1, dated as of April 22, 2008 (this “Amendment”), to the STOCK PURCHASE AGREEMENT dated as of February 6, 2008 (the “Purchase Agreement”) by and among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Buyer”), Critical Homecare Solutions Holdings, Inc., a Delaware corporation (the “Company”), Kohlberg Investors V, L.P., (the “Sellers’ Representative”) and the other stockholders of the Company set forth on the signature pages thereto (each, together with the Sellers’ Representative, a “Seller” and collectively, the “Sellers”) is entered into by and among the Buyer, the Company and the Sellers’ Representative (on behalf of all Sellers in such capacity). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.

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MBF HEALTHCARE ACQUISITION CORP. 121 Alhambra Plaza, Suite 1100 Coral Gables, Florida 33134 June 2, 2006
Office Space and Support Agreement • July 6th, 2006 • MBF Heathcare Acquisition Corp.

This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (“IPO”) of the securities of MBF Healthcare Acquisition Corp. (the “Company”) and continuing until the earlier of the consummation by the Company of a “Business Combination” or the Company’s liquidation (each as described in the Registration Statement) (the “Termination Date”), MBF Healthcare Partners, L.P. shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 121 Alhambra Plaza, Suite 1100, Coral Gables, Florida 33134. In exchange therefore, the Company shall pay MBF Healthcare Partners, L.P. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Company has informed MBF Healthcare Partners, L.P. that certain net proceeds from the IPO ar

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AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 3rd, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

THIS AMENDMENT NO. 4, dated as of August 29, 2008 (this “Amendment”), to the STOCK PURCHASE AGREEMENT, dated as of February 6, 2008 (as amended, the “Purchase Agreement”), by and among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Buyer”), Critical Homecare Solutions Holdings, Inc., a Delaware corporation (the “Company”), Kohlberg Investors V, L.P., (the “Sellers’ Representative”) and the other stockholders of the Company set forth on the signature pages thereto (each, together with the Sellers’ Representative, a “Seller” and collectively, the “Sellers”) is entered into by and among the Buyer, the Company and the Sellers’ Representative (on behalf of all Sellers in such capacity). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.

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AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 1st, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

THIS AMENDMENT NO. 3, dated as of July 31, 2008 (this “Amendment”), to the STOCK PURCHASE AGREEMENT, dated as of February 6, 2008 (the “Purchase Agreement”), by and among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Buyer”), Critical Homecare Solutions Holdings, Inc., a Delaware corporation (the “Company”), Kohlberg Investors V, L.P., (the “Sellers’ Representative”) and the other stockholders of the Company set forth on the signature pages thereto (each, together with the Sellers’ Representative, a “Seller” and collectively, the “Sellers”) is entered into by and among the Buyer, the Company and the Sellers’ Representative (on behalf of all Sellers in such capacity). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.

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STOCK PURCHASE AGREEMENT dated as of February 6, 2008 among MBF HEALTHCARE ACQUISITION CORP., CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. and THE STOCKHOLDERS NAMED HEREIN
Stock Purchase Agreement • February 7th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

This STOCK PURCHASE AGREEMENT is dated as of February 6, 2008 (this “Agreement”) among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Buyer”), Critical Homecare Solutions Holdings, Inc., a Delaware corporation (the “Company”), Kohlberg Investors V, L.P., (the “Sellers’ Representative”) and the other stockholders of the Company set forth on the signature pages hereto (each, together with the Sellers’ Representative, a “Seller” and collectively, the “Sellers”).

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AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 10th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

THIS AMENDMENT NO. 2, dated as of July 7, 2008 (this “Amendment”), to the STOCK PURCHASE AGREEMENT, dated as of February 6, 2008 (the “Purchase Agreement”), by and among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Buyer”), Critical Homecare Solutions Holdings, Inc., a Delaware corporation (the “Company”), Kohlberg Investors V, L.P., (the “Sellers’ Representative”) and the other stockholders of the Company set forth on the signature pages thereto (each, together with the Sellers’ Representative, a “Seller” and collectively, the “Sellers”) is entered into by and among the Buyer, the Company and the Sellers’ Representative (on behalf of all Sellers in such capacity). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.

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September 10, 2008
Stock Purchase Agreement • September 16th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • Delaware
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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 16th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

This Amended and Restated Subscription Agreement (this “Agreement”) is dated as of September 10, 2008, among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and MBF Healthcare Partners, L.P. (“Purchaser”).

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AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 16th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • New York

THIS AMENDMENT NO. 5, dated as of September 10, 2008 (this “Amendment”), to the STOCK PURCHASE AGREEMENT, as previously amended, dated as of February 6, 2008 (the “Purchase Agreement”) by and among MBF Healthcare Acquisition Corp., a Delaware corporation (the “Buyer”), Critical Homecare Solutions Holdings, Inc., a Delaware corporation (the “Company”), Kohlberg Investors V, L.P., (the “Sellers’ Representative”) and the other stockholders of the Company set forth on the signature pages thereto (each, together with the Sellers’ Representative, a “Seller” and collectively, the “Sellers”) is entered into by and among the Buyer, the Company and the Sellers’ Representative (on behalf of all Sellers in such capacity). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.

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Letter Agreement between MBF Healthcare Acquisition, Corp. and MBF Healthcare Management, LLC
Letter Agreement • August 14th, 2008 • MBF Healthcare Acquisition Corp. • Blank checks • Florida

This Letter Agreement (“Agreement”) is entered into August 7, 2008, by and between MBFHM and Borrower, and shall evidence a non-revolving line of credit established by MBFHM in favor of Borrower (the “Loan”) in the maximum principal amount of Three Hundred Thousand Dollars ($300,000.00). Relying upon the covenants, agreements, representations and warranties contained in this Agreement, MBFHM is willing to extend credit to Borrower upon the terms and subject to the conditions set forth herein, and MBFHM and Borrower agree as follows:

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