0000950144-06-008238 Sample Contracts

FORM OF WARRANT AGREEMENT
Warrant Agreement • August 24th, 2006 • MBF Healthcare Acquisition Corp. • Blank checks • New York

This Warrant Agreement is made as of ___, 2006 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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FORM OF STOCK ESCROW AGREEMENT
Stock Escrow Agreement • August 24th, 2006 • MBF Healthcare Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of , 2006 (“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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