EX-10.7 Form of Omnibus Letter Agreement



 





EXHIBIT 10.7




[Omnibus Form of Insider Letter Agreement]




March ___________, 2007




MBF Healthcare Acquisition Corp.

121 Alhambra Plaza, Suite 1100

Coral Gables, Florida 33134




Merrill Lynch & Co.

      Merrill Lynch, Pierce, Fenner & Smith

      Incorporated

Morgan Joseph & Co. Inc.

Ladenburg Thalmann & Co. Inc.

      as Representatives of the several Underwriters

c/o Merrill Lynch & Co.

      Merrill Lynch, Pierce, Fenner & Smith

      Incorporated

4 World Financial Center

New York, New York 10080




          Re: Initial Public Offering




Ladies and Gentlemen:




     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.



     In order to induce the Company to enter into the Underwriting Agreement and to proceed with
the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a
[beneficial holder of securities of the company/stockholder/director/officer of the Company], and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:



     1. If the Company solicits approval of its stockholders of a Business Combination, the
undersigned [will vote all shares of Common Stock purchased by it prior to the IPO, including
Insider Shares, Private Placement Units and Private Placement Warrants, in the same manner that a
majority of the shares of Common Stock are voted by the holders of the IPO



 









 







Shares and]1 will vote all IPO Shares, whenever acquired, owned directly by
him or it, in favor of the Business Combination. [The undersigned hereby waives any and all rights
to convert its Insider Shares and Private Placement Units in connection with a Business
Combination.]2



     2. In the event that the Company fails to consummate a Business Combination within 24
months from the effective date (“Effective Date”) of the registration statement relating to the IPO
(the “Registration Statement”) (the “Transaction Failure Date”), the undersigned will take all
reasonable actions within his or its power to (i) cause the Trust Fund to be liquidated and
distributed to the holders of the IPO Shares as soon as practicable after the Transaction Failure
Date and (ii) cause the Company to dissolve and liquidate as soon as practicable (the earliest date
on which the conditions in clauses (i) and (ii) are both satisfied being the “Liquidation Date”).
 The undersigned hereby waives any and all right, title,
interest or claim of any kind in or to any distributions of the Trust Fund, or to any other amounts
distributed in connection with a liquidating distribution of the Company including with respect to
his or its Insider Shares, his or its Private Placement Units and his or its Private Placement
Warrants (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Fund for any reason whatsoever, other than with respect to any IPO Shares held
directly or indirectly by him or it. The undersigned hereby agrees that the Company shall be
entitled to reimbursement from the undersigned for any distribution of the Trust Fund, or any other
amounts distributed by the Company in connection with a liquidating distribution, received by the
undersigned in respect of such person’s Insider Shares, Private Placement Units and Private
Placement Warrants.



     3. The undersigned agrees to indemnify and hold harmless the Company, jointly and severally
with the other officers of the Company, as of the date hereof, against any and all loss, liability, claims, damage and
expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation,





 




			
	1 	 	This section of the agreement will
appear only in the agreement executed by MBF Healthcare Partners, L.P.
	 
	2  	 	This section of the agreement will
appear only in the agreement executed by MBF Healthcare Partners, L.P.




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whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of (i) any claim by any vendor or other person who is owed money by the Company
for services rendered or products sold, (ii) any claim by any prospective target that the
Company did not pay or reimburse such target for the fees and expenses of third party providers of
services (such as accountants, consultants and attorneys) to the target that the Company agreed in
writing with the target to be liable for, in accordance with the
terms of such agreement or (iii) claims by vendors or a
prospective target if such
person or entity does not provide a valid and enforceable waiver to rights or claims to the Trust
Fund so as to ensure that the proceeds in the Trust Fund are not reduced by the claims of such
persons that are owed money by the Company for services rendered or products sold to the Company,
but in each case only to the extent any insurance that the Company may procure is inadequate to
cover any claims made against the Trust Fund and the payment of such loss liability, claim, damage
or expense actually reduces the amount in the Trust Fund (or, in the event that such claim arises
after the distribution of the Trust Fund, to the extent necessary to ensure that the Company’s
former stockholders, other than the officers of the Company, are not liable for any amount of such
loss, liability, claim, damage or
expense.)3



     4. In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present any investment or purchase opportunity in any
company or business in the healthcare industry whose aggregate enterprise value is at least equal
to 80% of the balance in the Trust Fund (less the deferred underwriting discounts and commissions
and taxes payable) (a “Company Potential Target”) to a committee of the Company’s independent
directors for review and will not enter into any agreement to purchase or invest in the Company
Potential Target until the committee of independent directors has had a reasonable period of time
to determine whether or not to pursue the opportunity until the earlier of (1) the consummation by
the Company of a Business Combination or (2) 24 months from the Effective Date of the Registration
Statement; provided, however, that the presentation of such opportunities to the Company shall in
each case be subject to any fiduciary obligation of the undersigned arising from a pre-existing
fiduciary relationship (other than in connection with any entity of which the undersigned is the
sole owner). For the avoidance of doubt, the undersigned agrees to present to the Company’s
committee of independent directors those opportunities involving two or more Company Potential
Targets whose combined enterprise value is at least equal to 80% of the balance in the Trust Fund
(less the deferred underwriting discounts and commissions and taxes payable) at the time of the
Business Combination.



     5. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company that is affiliated with any of the Insiders or their
respective affiliates unless the Company obtains an opinion from an independent investment banking
firm that the Business Combination is fair to the holders of the IPO Shares from a financial point
of view.



     6. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
any of the foregoing will be entitled to receive and will not accept any compensation, for
performing due diligence or for services rendered to the Company prior to or in connection with the
consummation of the Business Combination, provided that MBF Healthcare Partners, L.P.
(“Related Party”) shall be allowed to charge the Company $7,500 per month to compensate





 




			
	3 	 	This section of the agreement will
appear only in the agreements executed by the officers of the Company.




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it for the Company’s use of Related Party’s offices, utilities and personnel and MBF
Healthcare Management shall be allowed to receive payments for costs arising from officers’ and
directors’ use of its corporate jet as described in the Registration Statement. The undersigned
shall be entitled to reimbursement from the Company for his or its out-of-pocket expenses incurred
in connection with seeking and consummating a Business Combination.



     7. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
any of the foregoing will be entitled to receive, or accept, a finder’s fee or any other
compensation from the Company in the event he or it originates a Business Combination.



     8. The undersigned shall not, and shall cause the members of such person’s immediate family
and the affiliates of the foregoing to not, accept a finder’s fee or any other compensation in the
event the undersigned, any member of such person’s immediate family or any affiliate of such person
originates a Business Combination.



     9. 6The undersigned shall not, with respect to those Insider Shares,
Private Placement Units and Private Placement Warrants owned directly or indirectly by him or it,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to
purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or
participate in the filing of) a registration statement with the SEC in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder with respect to, any Units and Warrants and the
shares of Common Stock and Warrants comprising the Units, the shares of Common Stock issuable upon
exercise of the Warrants or any securities convertible into or exercisable or exchangeable for
shares of Common Stock or such Warrants or other rights to purchase shares of Common Stock or any
such securities, (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of Units, shares of Common Stock or
Warrants, the shares of Common Stock issuable upon exercise of the Warrants or any securities
convertible into or exercisable or exchangeable for shares of Common Stock or such Warrants or
other rights to purchase shares of Common Stock or any such securities, whether any such
transaction is to be settled by delivery of shares of Common Stock or such other securities, in
cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in
clause (i) or (ii) until, with respect to its Insider Shares, Private Placement Units and Private
Placement Warrants, six months following the consummation of the Business Combination (or such
longer period, not to exceed 18 days after the expiration of the 6-month period, as Merrill Lynch &
Co. as representative of the Underwriters of the IPO shall request in order to facilitate
compliance with NASD rule 2711) (the “Escrow Period”) unless the Company were to consummate a
transaction after the Business Consummation which results in all of the stockholders of the
combined entity having the right to exchange their shares of Common Stock for cash, securities or
property. Notwithstanding the foregoing, the undersigned may transfer its Insider Shares, Private
Placement Units and Private Placement Warrants during the Escrow Period (i) to the undersigned’s
affiliated companies, (ii) by gift to a member of the undersigned’s immediate family or to a trust,
the beneficiary of which is a member of an undersigned’s





 




			
	6  	 	This section of the agreement will
appear only in the agreement executed by MBF Healthcare Partners, L.P.




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immediate family, an affiliate of the undersigned or to a charitable organization, (iii) by
virtue of the laws of descent and distribution upon death of the undersigned, (iv) pursuant to a
qualified domestic relations order, or (v) in the event of a dissolution of the Company prior to a
Business Combination (in which case the existing stockholder is
limited to a transfer back to us in connection with the cancellation
of shares) or the consummation of a liquidation, merger, capital stock exchange, stock
purchase, asset acquisition or other similar transaction which results in all the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or
other property subsequent to the Company’s consummating a Business Combination with a target
business; provided, however, that the permissive transfers pursuant to clauses (i) — (iv) may be
implemented only upon the respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement, including with respect to the voting requirements pertaining to the
Insider Shares, Private Placement Units and Private Placement Warrants. During the Escrow Period,
the undersigned shall not grant a security interest in its Insider Shares, Private Placement Units
or Private Placement Warrants.



     10. 7The undersigned agrees to be Chief Executive Officer, Senior Vice
President and Chief Operating Officer, Senior Vice President and Chief Financial Officer and
Director/Chairman of the Board of Directors until the earlier of the consummation by the Company of
a Business Combination or the Liquidation Date. The undersigned’s biographical information
furnished to the Company and the Underwriters and attached hereto as Exhibit A is true and accurate
in all respects, does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed pursuant to Section 401 of
Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s questionnaire
furnished to the Company and the Underwriters and attached hereto as Exhibit B is true and accurate
in all respects. The undersigned represents and warrants that:



          (a) the undersigned is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;



          (b) the undersigned has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant
in any such criminal proceeding; and



          (c) the undersigned has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registrations
denied, suspended or revoked.



     11. The undersigned has full right and power, without violating any agreement by which he or
it is bound (including, without limitation, any non-competition or non-solicitation agreement with
any employer or former employer), to enter into this letter agreement, [serve as [Chief Executive
Officer, Senior Vice President and Chief Operating Officer, Senior Vice President and Chief
Financial Officer and as a member of the Board of Directors of the





 




			
	7 	 	Not applicable to investors who are
not officers, directors or holders of more than 5% of the equity of the
Company.




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Company/Chairman of the Board of Directors] and hereby consents to being named in the
registration statement as a[n] [officer] [director] of the Company.]8



     12. As used herein, (i) a “Business Combination” shall mean the initial acquisition of one or
more assets or operating businesses through a merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination in the healthcare industry in connection with
which the Company will require that a majority of the shares of Common Stock voted by the public
stockholders, as such term is used in the Registration Statement, are voted in favor of the
acquisition and less than 30% of the public stockholders both exercise their conversion rights and
vote against the proposed acquisition selected by the Company; (ii) “Insiders” shall mean all
officers, directors, beneficial owners and stockholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock owned directly or
indirectly by an Insider prior to ___, 2007 and any securities convertible into or
exercisable or exchangeable for shares of Common Stock or such Warrants or other rights to purchase
shares of Common Stock or any such securities; (iv) “IPO Shares” shall mean the shares of Common
Stock underlying the Units issued in the Company’s IPO; (v) “Private Placement Units” shall mean
the 343,750 shares of Common Stock and Warrants underlying the 343,750 Units and the 2,750,000
additional Warrants that MBF Healthcare Partners L.P. has agreed to purchase in a private placement
immediately prior to the IPO, all shares of Common Stock issuable upon exercise of such Warrants
and any securities convertible into or exercisable or exchangeable for shares of Common Stock or
such Warrants or other rights to purchase shares of Common Stock or
any such securities; (vi) “Private Placement Warrants” shall mean the 2,750,000 redeemable common stock purchase
warrants at a purchase price of $1.00 per warrant that MBF Healthcare Partners, L.P. has agreed to
purchase in a private placement immediately prior to the IPO; and (vii)
“Trust Fund” shall mean the Trust Account established under that certain Investment Management
Trust Agreement, dated as of the date hereof, by and among the Company and Continental Stock
Transfer & Trust Company.



     13. The undersigned acknowledges and understands that the Company will rely upon the
agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing
contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary
with respect to, the Company, its stockholders, or any creditor or vendor of the Company with
respect to the subject matter hereof.




     14. The
undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to the Underwriters and
their legal representatives or agents (including any investigative
search firm retained by the underwriters) any information they may
have about the undersigned’s background and finance (the
“Information”). Neither the Underwriters nor their agents
shall be violating the undersigned’s rights of privacy in any
manner in requesting and obtaining the information and the
undersigned hereby releases them from liability for any damage
whatsoever in that connection.


     15. This letter agreement shall be binding on the undersigned and such person’s respective
successors, heirs, personal representatives and assigns. This letter agreement shall terminate on
the earlier of (i) the Business Combination Date and (ii) the Liquidation Date; provided that such
termination shall not relieve the undersigned from liability for any breach of this agreement prior
to its termination, [and provided further that Section 3 of this Agreement shall survive a
termination pursuant to clause (ii).]



     16. This letter agreement shall be governed by and interpreted and construed in accordance
with the laws of the State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of the laws of another
jurisdiction.





 




			
	8  	 	Not applicable to persons who are not
officers or directors.




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     16. No term or provision of this letter agreement may be amended, changed, waived, altered or
modified except by written instrument executed and delivered by the party against whom such
amendment, change, waiver, alteration or modification is to be enforced.



 






Accepted and agreed:




	 	 	 	 	 
	MBF HEALTHCARE ACQUISITION

CORP.

 	 
	By:  	/s/
 	 
	 	Name:  	 	 
	 	Title:  	 	 



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Exhibit A




[Biographical Information Furnished to the Company and the Underwriters]




 









 








Exhibit B




[Questionnaires Furnished to the Company and the Underwriters]