AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT
EXHIBIT 2.1
AMENDMENT NO. 3 TO
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.
Section 2.6 of the Purchase Agreement provides the Sellers’ Representative with the authority
to take any and all actions that may be necessary or desirable, as determined by the Sellers’
Representative, in its sole discretion, in connection with the amendment of the Purchase Agreement
in accordance with Section 13.2 of the Purchase Agreement.
Pursuant to Section 13.2 of the Purchase Agreement, the Sellers’ Representative (on behalf of
all Sellers in such capacity) and the Buyer wish to amend certain provisions of the Purchase
Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and in
the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Article I of the Purchase Agreement. The definition of “Termination
Date” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as
follows:
“Termination Date” means (x) August 29, 2008 if prior to such date, the Purchaser has
not received (i) Alternative Financing on terms reasonably acceptable to the Sellers’
Representative and (ii) binding commitments from the holders of the Purchaser’s warrants to sell to
the Purchaser in private transactions warrants to acquire at least 16,171,875 shares of Buyer’s
Stock and (y) September 30, 2008 if both of the conditions set forth in clauses (i) and (ii) have
been satisfied on or prior to August 29, 2008.
2. Effect of Amendment. This Amendment shall become effective, and shall be deemed to
be effective as of the date hereof. Except as otherwise expressly modified herein, the Purchase
Agreement shall remain unchanged and is in full force and effect. All references in the Purchase
Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to
the Purchase Agreement shall mean the Purchase Agreement, as amended. Notwithstanding the
foregoing, references to the date of the Purchase Agreement, as amended, shall in all instances
remain as of February 6, 2008, and references to “the date hereof” and “the date of the Agreement”
shall continue to refer to February 6, 2008.
3. Counterparts; Execution. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of this Amendment. This
Amendment shall become effective when one or more such counterparts have been signed by each of the
parties and delivered to the other party.
4. Headings. The headings contained in this Amendment are intended solely for
convenience and shall not affect the rights of the parties to this Amendment.
5. Governing Law. This Amendment and all claims relating to this Amendment shall be
governed by and construed in accordance with the Laws of the State of New York, without giving
effect to the principals of conflict of laws thereof.
6. Severability. If any term or other provision of this Amendment is invalid, illegal
or incapable of being enforced by any court of competent jurisdiction, all other conditions and
provisions of this Amendment shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated thereby is not affected in any manner
materially adverse to either party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Amendment so as to effect the original intent of the parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the
fullest extent possible.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
| MBF HEALTHCARE ACQUISITION CORP. |
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| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Senior VP of Operations | |||
| CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Authorized Representative | |||
| KOHLBERG INVESTORS V, L.P. |
||||
| By: | Kohlberg Management V, L.L.C., its general partner | |||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Authorized Representative | |||
