0001193125-06-215483 Sample Contracts

WARRANT CLARIFICATION AGREEMENT
Warrant Clarification Agreement • October 26th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • New York

This Warrant Clarification Agreement (this “Agreement”), dated October 25, 2006, is to the Warrant Agreement, dated as of April 21, 2005 (the “Warrant Agreement”), by and between KBL Healthcare Acquisition Corp. II, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

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AMENDMENT TO UNIT PURCHASE OPTIONS
Unit Purchase Options • October 26th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks

This AMENDMENT TO UNIT PURCHASE OPTIONS (this “Amendment”), dated October 25, 2006, is made by and between KBL Healthcare Acquisition Corp. II (the “Company”) and the holders designated on the signature page hereof (“Holders”), to those certain Unit Purchase Options referred to below.

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