6,600,000 Shares of Common Stock MedWorth Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
MedWorth Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 26th day of June, 2013, by and among MedWorth Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
This Agreement is made as of June 26, 2013 by and between MedWorth Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • December 8th, 2014 • MergeWorthRx Corp. • Services-home health care services • Delaware
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of November, 2002, by and between Aerocare Holdings, Inc., a Delaware Company (the “Company”), and Stephen P. Griggs, a Florida resident (the “Executive”).
June 26, 2013Letter Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MedWorth Acquisition Corp., a blank check company formed under the laws of the State of Delaware (the “Company”), and EarlyBirdCapital, Inc., as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 6,600,000 shares (or up to 7,590,000 Shares if the entire over-allotment option is exercised) (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares will be sold in the Offering pursuant to a registration statement on Form S-1 and related prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be listed on the Nasdaq Capital Market. Certain capitalized terms used herein and not otherwise defined are defined in paragraph 13 hereof.
June 26, 2013Letter Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MedWorth Acquisition Corp., a blank check company formed under the laws of the State of Delaware (the “Company”), and EarlyBirdCapital, Inc., as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 6,600,000 shares (or up to 7,590,000 Shares if the entire over-allotment option is exercised) (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares will be sold in the Offering pursuant to a registration statement on Form S-1 and related prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be listed on the Nasdaq Capital Market. Certain capitalized terms used herein and not otherwise defined are defined in paragraph 12 hereof.
VOTING AGREEMENTVoting Agreement • October 20th, 2014 • MergeWorthRx Corp. • Blank checks • Delaware
THIS VOTING AGREEMENT (this "Agreement"), dated as of October 14, 2014, by and between MergeWorthRx Corp, a Delaware corporation ("Parent") and Stephen P. Griggs (the "Stockholder").
Subscription Agreement As of March 13, 2013Subscription Agreement • May 20th, 2013 • MedWorth Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 12,500 shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share, for an aggregate purchase price of $100,000 (“Purchase Price”). The closing of the purchase of the Sponsors’ Shares shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) pursuant to a Registration Statement on Form S-1 filed by the Corporation with the Securities and Exchange Commission (the “Registration Statement”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. The Sponsors’ Shares will be sold to the undersigned on a private placement basis and not as part of the IPO.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2014 • MergeWorthRx Corp. • Blank checks
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [______________], 2014, by and among [MergeWorthRx Corp.], a Delaware corporation (the “Company”), and the undersigned parties listed as Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Subscription Agreement As of June 26, 2013Subscription Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 18,750 shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share, for an aggregate purchase price of $150,000 (“Purchase Price”). The closing of the purchase of the Sponsors’ Shares shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) pursuant to a Registration Statement on Form S-1 filed by the Corporation with the Securities and Exchange Commission (the “Registration Statement”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. The Sponsors’ Shares will be sold to the undersigned on a private placement basis and not as part of the IPO.
FORM OF LOCKUP AGREEMENTForm of Lockup Agreement • October 31st, 2014 • MergeWorthRx Corp. • Blank checks • New York
THIS LOCKUP AGREEMENT (this "Agreement") is made and entered into as of [_________], 2014, by and among MergeWorthRx Corp., a Delaware corporation ("Parent"), and the undersigned Company Stockholder ("Seller"). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement and Plan of Merger and Reorganization, dated as of October 14, 2014, by and among Parent, AeroCare Holdings, Inc., a Delaware corporation, and the other parties thereto (the "Merger Agreement").
MedWorth Acquisition Corp. Miami, FL 33131 Re: Initial Public Offering of MedWorth Acquisition Corp. Ladies and Gentlemen:MedWorth Acquisition Corp. • June 11th, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MedWorth Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (together with the Representative, collectively the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company's common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in Section 3 hereof.
Re: MergeWorthRx Corp. Reimbursement GuarantyMergeWorthRx Corp. • October 20th, 2014 • Blank checks • New York
Reference is made herein to that certain Agreement and Plan of Merger and Reorganization dated as of the date hereof (the “Merger Agreement”), by and among MergeWorthRx Corp., a Delaware corporation (“Parent”), Anvil Merger Sub, Inc., a Delaware corporation, AeroCare Holdings, Inc., a Delaware corporation (the “Company”), and FFC AeroCare SR, LLC, a Delaware limited liability company, in its capacity as Stockholders’ Agent. Each capitalized term used, but not otherwise defined, herein has the respective meaning assigned to such term in the Merger Agreement.
MEDWORTH ACQUISITION CORP.MedWorth Acquisition Corp. • April 1st, 2013 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of MedWorth Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Allied Medical Supply Inc. (“Provider”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 999 Brickell Avenue, Suite 800, Miami, FL 33131 (or any successor location). In exchange therefore, the Company shall pay Provider the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ___________, 2013 (“Agreement”), by and among MEDWORTH ACQUISITION CORP., a Delaware corporation (“Company”), Charles F. Fistel (“Fistel”), Stephen B. Cichy (“Cichy”), and Anthony Minnuto (“Minnuto” and together with Fistel and Cichy, the “Insiders”), ___________ and ________ (collectively with the Insiders, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription Agreement As of March 26, 2013Subscription Agreement • April 1st, 2013 • MedWorth Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase a number of shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share (the “Purchase Price”), equal to 586,250 less the number of Sponsors’ Shares purchased by the other officers and directors of the Corporation between the date hereof and effective date of the Corporation’s Registration Statement on Form S-1 filed by the Corporation with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering of securities (“IPO”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. In addition, if the underwriters in the IPO exercise the over-allotment option, in part or in full, the undersigned agrees to purchase up to an additional 72,000 Sponsors’ Shares, pro rata based on the percentage of the overallotment option that is exercised (the “Over-allotment Sponsors’ Shares”), at $8.00 pe
Subscription AgreementSubscription Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks
In addition to the shares previously subscribed for pursuant to the undersigned’s Subscription Agreement dated March 26, 2013, the undersigned hereby subscribes for and agrees to purchase 29,250 shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share (the “Purchase Price”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the Corporation’s initial public offering (the “IPO”). In addition, if the underwriters in the IPO exercise the over-allotment option, in part or in full, the undersigned agrees to purchase up to an additional 7,200 Sponsors’ Shares, pro rata based on the percentage of the overallotment option that is exercised (the “Over-allotment Sponsors’ Shares”), at $8.00 per Sponsor Share (the “Over-allotment Purchase Price”). The Sponsors’ Shares and Over-allotment Sponsors’ Shares will be sold to the undersigned on a private placement basis and not as part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of June 26, 2013 (“Agreement”), by and among MEDWORTH ACQUISITION CORP., a Delaware corporation (“Company”), Charles F. Fistel (“Fistel”), Stephen B. Cichy (“Cichy”), and Anthony Minnuto (“Minnuto” and together with Fistel and Cichy, the “Insiders”), John J. Delucca, Jeffrey A. Rein, Robert G. Savage and Howard I. Schwartz, M.D. (collectively with the Insiders, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
June 5, 2013MedWorth Acquisition Corp. • July 1st, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MedWorth Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (together with the Representative, collectively the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company's common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in Section 3 hereof.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: MergeWorthRx Corp., a Delaware corporation; Anvil Merger Sub, Inc., a Delaware corporation; AeroCare Holdings, Inc., a Delaware corporation; and FFC Aerocare SR, LLC a Delaware limited liability...Escrow Agreement • October 20th, 2014 • MergeWorthRx Corp. • Blank checks • New York
This Agreement and Plan of Merger and Reorganization is made and entered into as of October 14, 2014 (the “Execution Date”), by and among MergeWorthRx Corp., a Delaware corporation (“Parent”), Anvil Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), AeroCare Holdings, Inc., a Delaware corporation (the “Company”), and FFC Aerocare SR, LLC, a Delaware limited liability company (“Stockholders’ Agent”), solely in its capacity as Stockholders’ Agent.
FORM OF ESCROW AGREEMENTEscrow Agreement • October 31st, 2014 • MergeWorthRx Corp. • Blank checks • New York
This Escrow Agreement (this “Escrow Agreement”) is made and entered into as of _______________, 2014, by and among MergeWorthRX Corp., a Delaware corporation (“Parent”), FFC AeroCare SR, LLC, a Delaware limited liability company, solely in its capacity as Stockholders’ Agent pursuant to the Merger Agreement (as defined below) (the “Stockholders’ Agent,” and together with Parent, sometimes referred to individually as a “Party” or collectively as the “Parties”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
