EX-10.3 Form of Registration Rights Agreement



 





EXHIBIT 10.3




REGISTRATION RIGHTS AGREEMENT




     This
registration rights agreement (this “AGREEMENT”) is entered
into as of the ___ day of [          ], 2007, by and among MBF Healthcare Acquisition Corp., a Delaware corporation (the
“COMPANY”) and MBF Healthcare Partners, L.P. (the “INITIAL STOCKHOLDER”).



     WHEREAS, the Initial Stockholder holds all of the issued and outstanding securities of the
Company as of the date hereof;



     WHEREAS the Initial Stockholder has agreed to purchase certain units and warrants of the
Company in a private placement pursuant to the Amended Private Placement Purchase Agreement, dated
February 2, 2007, between the Company and the Initial Stockholders (the “Private Placement”);



     WHEREAS, the Initial Stockholder and the Company desire to enter into this Agreement to
provide the Initial Stockholder with certain rights relating to the
registration of Common Stock,
Private Placement Units and Private Placement Warrants (each as defined below) held by it;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. DEFINITIONS. The following capitalized terms used herein have the following meanings:



     “AGREEMENT” means this Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.



     “BUSINESS COMBINATION” means the acquisition by the Company, whether by merger, capital stock
exchange, stock purchase, asset acquisition or other similar business combination transaction, of
one or more operating businesses in the healthcare industry, having, collectively, a fair market
value (as calculated in accordance with the Company’s Certificate of Incorporation) equal to at
least 80% of the balance (subject to certain exclusions) of the Company’s trust account at JPMorgan
Chase & Co., maintained by Continental Stock Transfer & Trust Company acting as trustee at the time
of such acquisition.



     “BUSINESS DAY” means any day, except a Saturday, Sunday or legal holiday on which the banking
institutions in the City of New York are authorized or obligated by law or executive order to
close.



     “COMMISSION” means the Securities and Exchange Commission, or such successor federal agency or
agencies as may be established in lieu thereof.



 









 





     “COMMON STOCK” means the common stock, par value $0.0001 per share, of the Company.



     “COMPANY” is defined in the preamble to this Agreement.



     “DEMAND REGISTRATION” is defined in Section 2.1.1.



     “DEMANDING HOLDER” is defined in Section 2.1.1.



     “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “FORM S-3” is defined in Section 2.3.



     “INDEMNIFIED PARTY” is defined in Section 4.3.



     “INDEMNIFYING PARTY” is defined in Section 4.3.



     “INITIAL STOCKHOLDER” is defined in the preamble to this Agreement.



     “INITIAL STOCKHOLDER INDEMNIFIED PARTY” is defined in Section 4.1.



     “INITIAL STOCKHOLDER SHARES” means the 4,687,500 shares of Common Stock owned by the Initial
Stockholder, prior to the Private Placement.



     “MAXIMUM NUMBER OF SHARES” is defined in Section 2.1.4.



     “NOTICES” is defined in Section 6.2.



     “PIGGY-BACK REGISTRATION” is defined in Section 2.2.1.



     “PRIVATE PLACEMENT” is defined in the preamble to this Agreement.



     “PRIVATE PLACEMENT UNITS” means the units, including the warrants and the shares of Common
Stock issued in, or issued upon exercise of the warrants included in, any units sold to the Initial
Stockholder pursuant to that certain Amended Private Placement Purchase Agreement and any warrants,
shares of capital stock or other securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of such Private Placement Units
or underlying securities (the units in the Private Placement and the initial public offering to be
identical except that the warrants included in the Private Placement Units provide for a cashless
exercise upon redemption of such warrants.)



     “PRIVATE PLACEMENT WARRANTS” means the warrants, and the shares of Common Stock issued upon the exercise of the warrants, sold to the Initial Stockholder pursuant to
that certain Amended Private Placement Agreement and any warrants, shares of capital stock or other
securities of the Company issued as a dividend or other distribution with respect to or in exchange
for or in replacement of such Private Placement Warrants or underlying securities (the Private
Placement Warrants and the warrants included in



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the units to be issued in the initial public offering to be identical except that the Private
Placement Warrants provide for a cashless exercise upon redemption of such warrants.)



     “PROSPECTUS” means a prospectus relating to a Registration Statement, as amended or
supplemented, and all materials incorporated by reference in such Prospectus.



     “REGISTER,” “REGISTERED” and “REGISTRATION” mean a registration effected by preparing and
filing a registration statement or similar document under the Securities Act and such registration
statement becoming effective.



     “REGISTRABLE SECURITIES” means the Initial Stockholder Shares, the Private Placement Units and
the Private Placement Warrants; provided, however, that the Initial Stockholder Shares, the Private
Placement Units and the Private Placement Warrants only be deemed “Registrable Securities” after
the Release Date. As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when: (a) a Registration Statement with respect to the sale of such
securities shall have become effective under the Securities Act (as defined below) and such
securities shall have been sold, transferred, disposed of or exchanged in accordance with such
Registration Statement; (b) such securities shall have been
otherwise transferred pursuant to Rule 144 of the Securities Act
(or any similar provisions thereunder, other than Rule 144A), new certificates
for them not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of them shall not require registration under the Securities Act;
(c) such securities shall have ceased to be outstanding; or (d) such securities are held by the
Initial Stockholder if the Initial Stockholder holds less than 1% of the issued and outstanding
Common Stock and all such securities are eligible for sale pursuant to Rule 144 under the
Securities Act and all such Initial Stockholders’ securities could be sold by such Initial
Stockholder in a single transaction under Rule 144 under the Securities Act.



     “REGISTRATION STATEMENT” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Common Stock (other than a registration statement on
Form S-4 or Form S-8, or their successors, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another entity or to register shares
issued in connection with an acquisition or a bona fide business transaction).



     “RELEASE DATE” means the date that is three months prior to the date on which the escrow
applicable to the Registrable Securities expires. The escrow period expires six months following
the consummation of the initial Business Combination.



     “SECURITIES ACT” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.



     “UNDERWRITER” means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making activities.



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     2. REGISTRATION RIGHTS.



          2.1. Demand Registration.



               2.1.1. General Request for Registration. At any time and from time to time on or after the
Release Date, the holders of a majority-in-interest of the Registrable Securities held by the
Initial Stockholder or its transferees may make a written demand for registration under the
Securities Act of all or part of their Registrable Securities (a “DEMAND REGISTRATION”). For the
purpose of this Agreement, a “majority in interest” of Registrable Securities will be calculated
assuming any warrants (or other securities or obligations exercisable or exchangeable for or
convertible into Common Stock) held by the applicable group of holders were exercised (or exchanged
or converted) for one or more shares, as the case may be, of Common Stock, in accordance with the
terms of such warrants (or such other securities or obligations). Any demand for a Demand
Registration shall specify the number of Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof. The Company will notify all holders of Registrable
Securities of any demand pursuant to this Section 2.1.1 within ten (10) Business Days of the
receipt of such written demand, and each holder of Registrable Securities who wishes to include all
or a portion of such holder’s Registrable Securities in such Demand Registration (each such holder
including shares of Registrable Securities in such Demand Registration, a “DEMANDING HOLDER”) shall
so notify the Company within ten (10) Business Days after the receipt by the holder of the notice
from the Company. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration subject to Section 2.1.4 and the
provisions set forth in Section 3.1.1. The Company shall not be obligated to effect more than an
aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of Registrable
Securities.



               2.1.2. Effective Registration. A registration will not count as a Demand Registration until
the Registration Statement filed with the Commission with respect to such Demand Registration has
been declared effective and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such Registration Statement has
been declared effective, the offering of Registrable Securities pursuant to a Demand Registration
is interfered with by any stop order or injunction of the Commission or any other governmental
agency or court, the Registration Statement with respect to such Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) with respect to a Demand Registration, a
majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided,
further, that the Company shall not be obligated to file a second Registration Statement until any
such Registration Statement that has been filed is counted as a Demand Registration or is
terminated.



               2.1.3. Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and
such holders so advise the Company as part of their written demand for a Demand Registration, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In each such case, the right of any holder to include such holder’s
Registrable Securities in such registration shall be conditioned



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upon such holder’s participation in such underwriting on the terms required by the Underwriter
or the Company, including, without limitation, execution of custody agreements, powers of attorney
and lock-ups and agreement to execute the underwriting agreement, and the inclusion of such
holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding
Holders who propose to distribute their Registrable Securities through such an underwriting shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by a majority-in-interest of the holders initiating the Demand
Registration and shall be responsible for satisfying any closing conditions relevant to such
holder.



               2.1.4. Reduction of Offering. If the managing Underwriter or Underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the Demanding Holders
in writing that the dollar amount or number of Registrable Securities that the Demanding Holders
desire to sell, taken together with all other shares of Common Stock or other securities that the
Company desires to sell and the shares of Common Stock or Private Placement Units, if any, as to
which registration has been requested pursuant to written contractual piggy-back registration
rights held by other holders of the Company’s securities who desire to sell securities, exceeds the
maximum dollar amount or maximum number of securities that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of
securities, as applicable, the “MAXIMUM NUMBER OF SHARES”), then the Company shall include in such
registration:




	 	(i)	 	first, in the case of a Demand Registration, the Registrable Securities as to
which the Demand Registration has been requested that can be sold without exceeding the
Maximum Number of Shares (all pro rata in accordance with the number of Registrable
Securities beneficially held by any holder participating in the Offering);
	 
	 	(ii)	 	second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i) in the case of a Demand Registration, the shares of
Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares;
	 
	 	(iii)	 	third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can be sold
without exceeding the Maximum Number of Shares; and
	 
	 	(iv)	 	fourth, to the extent that the Maximum Number of Shares have not been reached
under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other
securities that other security holders desire to sell that can be sold without
exceeding the Maximum Number of Shares.





               2.1.5. Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms
of any underwriting or are not entitled to include all of their Registrable



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Securities in any offering, such majority-in-interest of the Demanding Holders may elect to
withdraw from such offering by giving written notice to the Company and the Underwriter or
Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Demand Registration. In such event, the Company
need not seek effectiveness of such Registration Statement. If the majority-in-interest of the
Demanding Holders withdraws from a proposed offering relating to a Demand Registration then such
registration shall not count as a Demand Registration provided for in Section 2.1.1.



          2.2. Piggy-Back Registration.



               2.2.1. Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, for its own account or for stockholders of the Company for their account
(or by the Company and by stockholders of the Company including, without limitation, pursuant to
Section 2.1), other than a Registration Statement (i) filed on Form S-4 or Form S-8, (ii) for an
exchange offer or offering of securities solely to the Company’s existing security holders, (iii)
for an offering of debt that is convertible into equity securities of the Company or (iv) for a
dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing
to the holders of Registrable Securities as soon as practicable but in no event less than ten (10)
Business Days before the anticipated filing date, which notice shall describe the amount and type
of securities to be included in such offering, the intended method(s) of distribution, and the name
of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the
holders of Registrable Securities in such notice the opportunity to register the sale of such
number of Registrable Securities as such holders may request in writing within five (5) Business
Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such
Registrable Securities to be included in such registration and shall use commercially reasonable
efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration to be
included on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. All holders of Registrable Securities who propose to distribute
securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall
enter into an underwriting agreement in customary form and agree to other customary terms,
including as to power of attorney, custody agreements and lock up with the Underwriter or
Underwriters selected for such Piggy-Back Registration.



               2.2.2. Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the holders of
Registrable Securities that the dollar amount or number of shares of Common Stock or other
securities that the Company desires to sell, taken together with shares of Common Stock or other
securities, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities hereunder, the
Registrable Securities as to which registration has been requested under this



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Section 2.2, and the shares of Common Stock or other securities, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights
of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall
include in any such registration:




	 	(i)	 	If the registration is undertaken for the Company’s account,






	 	(A)	 	first, the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number
of Shares;
	 
	 	(B)	 	second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the shares of Common Stock or
other securities (including the Registrable Securities) as to which
registration has been requested pursuant to written contractual piggyback
registration rights of security holders (including this Agreement) that can be
sold without exceeding the Maximum Number of Shares (pro rata in accordance
with the number of shares or other securities which each such person has
actually requested to be included in such registration); and
	 
	 	(C)	 	third, to the extent that the Maximum Number of Shares have not
been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other securities that other security holders desire to sell that can
be sold without exceeding the Maximum Number of Shares.






	 	(ii)	 	If the registration is a “demand” registration undertaken by persons with
demand rights pursuant to a written contractual arrangement other than this Agreement,






	 	(A)	 	first, the shares of Common Stock or other securities for the
account of the demanding persons pursuant to such other written contractual
arrangement that can be sold without exceeding the Maximum Number of Shares;
	 
	 	(B)	 	second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the shares of Common Stock or
other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares;
	 
	 	(C)	 	third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other securities (including the Registrable Securities) as to which
registration has been requested pursuant to written contractual piggy-back
registration rights of security holders (including this Agreement) that can be
sold without exceeding the Maximum Number of Shares (pro rata in accordance
with the number of shares or other securities which each such person has
actually requested to be included in such registration); and




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	 	(D)	 	fourth, to the extent that the Maximum Number of Shares have
not been reached under the foregoing clauses (A), (B) and (C), the shares of
Common Stock or other securities that other security holders desire to sell
that can be sold without exceeding the Maximum Number of Shares.





               2.2.3. Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s
request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written
notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement; provided, that no withdrawal shall be permitted after red herring prospectuses (or
similar prospectuses) are printed without the consent of the Company, which consent shall not be
unreasonably withheld. The Company may also elect to withdraw a registration statement at any time
prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the
Company shall pay all expenses incurred by the holders of Registrable Securities in connection with
such Piggy-Back Registration as provided in Section 3.3.



          2.3. Registrations on Form S-3. The holders of Registrable Securities may at any time and from
time to time after the Release Date, request in writing that the Company register the resale of any
or all of such Registrable Securities on Form S-3 or any similar short-form registration that may
be available at such time (“FORM S-3”); provided, however, that: (a) Form S-3 is available for such
offering, (b) the Company shall not be obligated to effect such request through an underwritten
offering and (c) the Company shall not be obligated to effect such a request if the Company has
within the preceding twelve (12) month period effected two registrations on Form S-3, either
pursuant to this Section 2.3 or otherwise. Upon receipt of such written request, the Company will
promptly give written notice of the proposed registration to all other holders of Registrable
Securities and, as soon as practicable thereafter, effect the registration of all or such portion
of such holder’s or holders’ Registrable Securities, as the case may be, as are specified in such
request, together with all or such portion of the Registrable Securities of any other holder or
holders joining in such request as are specified in a written request given within five (5)
Business Days after receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if
Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities,
together with the holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities (if any) at any
aggregate price to the public of less than $500,000. Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.



     3. REGISTRATION PROCEDURES.



          3.1. Filings; Information. Whenever the Company is required to effect the registration of any
Registrable Securities pursuant to Section 2, the Company shall use commercially reasonable efforts
to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such
request:



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               3.1.1. Filing Registration Statement. The Company shall, within sixty (60) days after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the
Commission a Registration Statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available for the sale of
all Registrable Securities to be registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use commercially reasonable efforts to cause such Registration
Statement to become and remain effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand Registration for up to ninety
(90) days (or such longer period if the Company does not have available the required financial
statements (including those of acquired businesses) to file and cause the Registration Statement to
become effective), and any Piggy-Back Registration for such period as may be applicable to
deferment of any demand registration to which such Piggy-Back Registration relates, in each case if
the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or
Chief Financial Officer of the Company stating that, in the good faith judgment of the Board of
Directors of the Company, it would be detrimental to the Company and its stockholders for such
Registration Statement to be effected at such time; provided further, however, that the Company
shall not have the right to exercise the right set forth in the immediately preceding proviso more
than twice in any 365-day period in respect of a Demand Registration hereunder.



               3.1.2. Copies. The Company shall, prior to filing a Registration Statement or Prospectus, or
any amendment or supplement thereto, furnish without charge to the holders of Registrable
Securities included in such registration, and such holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each preliminary
Prospectus), and such other documents as the holders of Registrable Securities included in such
registration or legal counsel for any such holders may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such holders.



               3.1.3. Amendments and Supplements. The Company shall prepare and file with the Commission such
amendments, including post-effective amendments, and supplements to such Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable
Securities, and all other securities covered by such Registration Statement, have been disposed of
in accordance with the intended method(s) of distribution set forth in such Registration Statement
(which period shall not exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction of the Commission or
any governmental agency or court) or such securities have been withdrawn.



               3.1.4. Notification. After the filing of a Registration Statement, the Company shall promptly,
and in no event more than five (5) Business Days after such filing, notify the holders of
Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within three (3)
Business Days of the occurrence of any of the following: (i) when such



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Registration Statement becomes effective; (ii) when any post-effective amendment to such
Registration Statement becomes effective; (iii) the issuance or threatened issuance by the
Commission of any stop order (and the Company shall take all actions required to prevent the entry
of such stop order or to remove it if entered); and (iv) any request by the Commission for any
amendment or supplement to such Registration Statement or any Prospectus relating thereto or for
additional information or of the occurrence of an event requiring the preparation of a supplement
or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the
securities covered by such Registration Statement, such Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and promptly make available upon request
to the holders of Registrable Securities included in such Registration Statement any such
supplement or amendment; except that before filing with the Commission a Registration Statement or
Prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders who have requested such documents, copies
of all such documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any Registration Statement or Prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such holders or their
legal counsel shall reasonably object.



               3.1.5. State Securities Laws Compliance. The Company shall use commercially reasonable efforts
to (i) register or qualify the Registrable Securities covered by the Registration Statement under
such securities or “blue sky” laws of such jurisdictions in the United States as the holders of
Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such other federal or
state authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the holders of
Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, however, that in no event shall the
Company be required to register the Registrable Securities in a jurisdiction in which such
registration would cause (i) the Company to be obligated to qualify to do business in any such
jurisdiction, or would subject the Company to taxation as a foreign corporation doing business in
such jurisdiction, (ii) the principal stockholders of the Company to be obligated to escrow their
shares of capital stock of the Company (except to the extent such shares are already subject to an
escrow in such jurisdiction), or (iii) the Company to incur significant costs with respect to the
number of shares to be sold.



               3.1.6. Agreements for Disposition. The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Registrable Securities included in such
registration statement. For the avoidance of doubt, the



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holders of Registrable Securities may not require the Company to accept any term, condition or
provision in any such agreement which the Company determines is not reasonably acceptable to the
Company, notwithstanding any agreement to the contrary herein. No holder of Registrable Securities
included in such registration statement shall be required to make any representations or warranties
in the underwriting agreement except as reasonably requested by the Company or as required by the
Underwriters. Holders of Registrable Securities shall agree to such covenants and indemnification
and contribution obligations for selling stockholders as are customarily contained in agreements of
that type. Further, such holders shall cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include securities pursuant to
Section 2 hereof. Each holder shall also furnish to the Company such information regarding itself,
the Registrable Securities held by such holder, and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of the Registrable Securities
including information with respect to such holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and
organizational documents, and with respect to written information relating to such holder that such
holder has furnished in writing expressly for inclusion in such Registration Statement.



               3.1.7. Cooperation. Management of the Company shall cooperate in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the
Registration Statement with respect to such offering and all other offering materials and related
documents, and participation in customary meetings with Underwriters, attorneys, accountants and
potential investors.



               3.1.8. Records. The Company shall make available for inspection by the holders of Registrable
Securities included in such Registration Statement, any Underwriter participating in any
disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any of them in connection with such Registration Statement.



               3.1.9. Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable
Securities included in any Registration Statement a signed counterpart, addressed to such holder,
of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort
letter from the Company’s independent public accountants delivered to any Underwriter, in each
case, to the extent such counsel or accountant is willing to do so. In the event no legal opinion
is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities
included in such Registration Statement, at any time that such holder elects to use a Prospectus,
an opinion of counsel to the Company to the effect that the Registration Statement containing such
Prospectus has been declared effective and that no stop order is in effect.



11









 





               3.1.10. Earnings Statement. The Company shall comply with all applicable rules and regulations
of the Commission and the Securities Act, and make available to its stockholders, as soon as
practicable, an earnings statement covering a period of twelve (12) months, beginning within six
(6) months after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11 (a) of the Securities Act and Rule 158 thereunder.



               3.1.11. Listing. The Company shall use commercially reasonable efforts to cause all
Registrable Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then
listed or designated or, if no such similar securities are then listed or designated, in a manner
satisfactory to the holders of a majority of the Registrable Securities that are included in such
registration.



          3.2. Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale
registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors or otherwise, of the ability of all “insiders” covered by such program to transact in the
Company’s securities because of the existence of material non-public information, each holder of
Registrable Securities included in any registration shall immediately discontinue disposition of
such Registrable Securities pursuant to the Registration Statement covering such Registrable
Securities until such holder receives the supplemented or amended Prospectus contemplated by
Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s
securities is removed, as applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies then in such holder’s
possession, of the most recent Prospectus covering such Registrable Securities at the time of
receipt of such notice.



          3.3. Registration Expenses. The Company shall bear all customary costs and expenses incurred
in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all
reasonable expenses incurred in performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities, subject to the limit set forth in paragraph (ix)
below); (iii) all printing, word processing, duplicating, telephone, facsimile, messenger and
delivery expenses; (iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities, as required by Section 3.1.11; (vi)
National Association of Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for
the Company and fees and expenses for independent certified public accountants retained by the
Company (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts
retained by the Company in connection with such registration; and (ix) the



12









 







reasonable fees and expenses of one legal counsel selected by the holders of a
majority-in-interest of the Registrable Securities that are included in such registration (not to
exceed, including the fees and disbursements to counsel in paragraph (ii) above, $20,000). The
Company shall have no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne solely by such holders. Additionally, in an
underwritten offering, all selling stockholders and the Company shall bear the expenses of the
underwriter pro rata in proportion to the respective amount of shares each is selling in such
offering.



          3.4. Information. The holders of Registrable Securities shall provide such information as may
reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the
preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with federal and applicable
state securities laws.



          3.5. Holder Obligations. No holder of Registrable Securities may participate in any
underwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell such
holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and
(ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements, lock-up agreements and other documents reasonably
required by or under the terms of any underwriting agreement or as reasonably requested by the
Company.



     4. INDEMNIFICATION AND CONTRIBUTION.



          4.1. Indemnification by the Company. The Company agrees to indemnify and hold harmless the
Initial Stockholder and each other holder of Registrable Securities, and each of their respective
officers, employees, affiliates, directors, partners, members, attorneys and agents, and each
person, if any, who controls the Initial Stockholder and each other holder of Registrable
Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) (each, an “INITIAL STOCKHOLDER INDEMNIFIED PARTY”), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon
any untrue statement (or allegedly untrue statement) of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary Prospectus, final Prospectus, free writing Prospectus or summary
Prospectus contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, or arising out of or based upon any omission (or alleged omission) to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such expense, loss, claim, damage or liability arises out of or is
based upon any untrue statement or allegedly untrue statement or omission or alleged omission made
in such Registration Statement, preliminary Prospectus, final Prospectus, free writing Prospectus
or summary Prospectus, or any such amendment or supplement, in reliance upon and in conformity with
information furnished to the Company, in writing, by such selling holder expressly for use therein;
provided, however, that the foregoing indemnity shall not inure to the benefit of any holder (or to
the benefit of any



13









 







person controlling such holder) from whom the person asserting such losses, claims or
liabilities purchased the Registrable Securities, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such holder to such person, if required by law so to have been
delivered at or prior to the written confirmation of the sale of the Registrable Securities to such
person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such losses, claims, damages or liabilities, unless such failure is the result of
noncompliance by the Company with Section 3.1.3 hereof. The Company also shall indemnify the
Underwriter, their officers, employees, affiliates, directors, partners, members, attorneys and
agents, and each person who controls the Underwriter on substantially the same basis as that of the
indemnification provided above in this Section 4.1.



          4.2. Indemnification by Holders of Registrable Securities. Each selling holder of Registrable
Securities will, with respect to any Registration Statement where Registrable Securities were
registered under the Securities Act, indemnify and hold harmless the Company, each of its directors
and officers, each underwriter, if any, and each other person, if any, who controls such selling
holder, such underwriter or the Company (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act), against any losses, claims, judgments, damages or liabilities,
whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary Prospectus, final
Prospectus, free writing Prospectus or summary Prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any
omission or the alleged omission to state a material fact required to be stated therein or
necessary to make the statement therein not misleading, if the statement or omission was made in
reliance upon and in conformity with information furnished in writing to the Company by such
selling holder expressly for use therein, and shall reimburse the Company, its directors and
officers, and each such controlling person for any legal or other expenses reasonably incurred by
any of them in connection with investigation or defending any such loss, claim, damage, liability
or action. Each selling holder’s indemnification obligations hereunder shall be several and not
joint and shall be limited to the amount of any net proceeds actually received by such selling
holder in connection with the sale of the Registrable Securities by such selling holder pursuant to
the Registration Statement containing such untrue statement or allegedly untrue statement.



          4.3. Conduct of Indemnification Proceedings. Promptly after receipt by any person of any
notice of any loss, claim, damage or liability or any action in respect of which indemnity may be
sought pursuant to Section 4.1 or 4.2, such person (the “INDEMNIFIED PARTY”) shall, if a claim in
respect thereof is to be made against any other person for indemnification hereunder, promptly
notify such other person (the “INDEMNIFYING PARTY”) in writing of the loss, claim, judgment,
damage, liability or action. If the Indemnified Party is seeking indemnification with respect to
any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it elects jointly with all
other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to
the Indemnified Party. In any such proceeding, the



14









 







Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnified Party and
the Indemnifying Party shall have mutually agreed to the retention of such counsel, or (ii) the
named parties to any such proceeding (including any impleaded parties) include both the Indemnified
Party and the Indemnifying Party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interest between them. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or there is a final judgment for the plaintiff, the Indemnifying Party
agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party
shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses
of counsel as contemplated in this Section 4.3, the Indemnifying Party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than thirty (30) days after receipt by such Indemnifying Party of
the aforesaid request, and (ii) such Indemnifying Party shall not have reimbursed the Indemnified
Party in accordance with such request prior to the date of such settlement (other than
reimbursement for fees and expenses the Indemnifying Party is contesting in good faith). No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to
entry of judgment or effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such judgment or settlement includes an
unconditional release of such Indemnified Party from all liability arising out of such claim or
proceeding.



          4.4. Contribution.



               4.4.1. If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage, liability or action in such proportion as is appropriate to reflect the
relative benefits received by the Indemnified Parties on the one hand and the Indemnifying Parties
on the other from the offering. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice
required under Section 4.3 above, then each Indemnifying Party shall contribute to such amount paid
or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Indemnified Parties on the one hand and the
Indemnifying Parties on the other in connection with the actions or omissions which resulted in
such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.



15









 





               4.4.2. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result
of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities
shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such
holder from the sale of Registrable Securities which gave rise to such contribution obligation. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



     5. UNDERWRITING AND DISTRIBUTION.



          5.1. Rule 144. The Company covenants that it shall file any reports required to be filed by it
under the Securities Act and the Exchange Act and shall take such further action as the holders of
Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holders to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the Securities Act, or any
similar provision thereto, but not Rule 144A.



     6. MISCELLANEOUS.



          6.1. Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and
obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in
part. This Agreement and the rights, duties and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities
in conjunction with and to the extent of any permitted transfer of Registrable Securities by any
such holder in accordance with applicable law. This Agreement and the provisions hereof shall be
binding upon and shall inure to the benefit of each of the parties and their respective successors
and the permitted assigns of the Initial Stockholder or holder of Registrable Securities or of any
assignee of the Initial Stockholder or holder of Registrable Securities. This Agreement is not
intended to confer any rights or benefits on any persons that are not party hereto other than as
expressly set forth in Section 4 and this Section 6.1.



          6.2. Notices. All notices, demands, requests, consents, approvals or other communications
(collectively, “NOTICES”) required or permitted to be given hereunder or which are given with
respect to this Agreement shall be in writing and shall be personally served, delivered by
reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice provided in accordance with this Section 6.2. Notice
shall be deemed given on the date of service or transmission if personally served or transmitted by
telegram, telex or facsimile; provided, that if such service or transmission is not



16









 







on a Business Day or is after normal business hours, then such notice shall be deemed given on
the next Business Day. Notice otherwise sent as provided herein shall be deemed given on the next
Business Day following timely delivery of such notice to a reputable air courier service with an
order for next-day delivery.




			
	          	 	To the Company:


MBF Healthcare Acquisition Corp.

121 Alhambra Plaza, Suite 1100

Coral Gables, Florida 33134

Facsimile: (305) 461-4999

Attention: Chief Executive Officer


with a copy to:


Akerman Senterfitt

One Southeast Third Avenue, 28th Floor

Miami, Florida 33131-1714

Facsimile: (305) 349-4805

Attention: Bradley D. Houser





     To the Initial Stockholder, to the address set forth below the Initial Stockholder’s name on
the signature pages hereof.



          6.3. Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.



          6.4. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute one and the same
instrument.



          6.5. Entire Agreement. This Agreement (including all agreements entered into pursuant hereto
and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.



          6.6. Modifications and Amendments. No amendment, modification or termination of this Agreement
shall be binding upon any party unless executed in writing by such party.



          6.7. Titles and Headings. Titles and headings of sections of this Agreement are for
convenience only and shall not affect the construction of any provision of this Agreement.



17









 





          6.8. Waivers and Extensions. Any party to this Agreement may waive any right, breach or
default which such party has the right to waive, provided, that such waiver will not be effective
against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of
any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.



          6.9. Remedies Cumulative. In the event that the Company fails to observe or perform any
covenant or agreement to be observed or performed under this Agreement, the Initial Stockholder or
any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in
equity or action at law, whether for specific performance of any term contained in this Agreement
or for an injunction against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or to take any one or
more of such actions, without being required to post a bond. None of the rights, powers or remedies
conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or otherwise.



          6.10. Governing Law. This 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. The Company and the holders of the Registrable Securities irrevocably and
unconditionally submit to the exclusive jurisdiction of the United States District Court for the
Southern District of New York or, if such court does not have jurisdiction, the New York State
Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this
Agreement, agree that all claims in respect of the action may be heard and determined in any such
court and agree not to bring any action arising out of or relating to this Agreement in any other
court. In any action, the Company and the holders of the Registrable Securities irrevocably and
unconditionally waive and agree not to assert by way of motion, as a defense or otherwise any
claims that it is not subject to the jurisdiction of the above court, that such action is brought
in an inconvenient forum or that the venue of such action is improper. Without limiting the
foregoing, the Company and the holders of the Registrable Securities agree that service of process
at each parties respective addresses as provided for in Section 6.2 above shall be deemed effective
service of process on such party.



          6.11. Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the
right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the
transactions contemplated hereby, or the actions of the Initial Stockholder in the negotiation,
administration, performance or enforcement hereof.



18









 





          6.12. Waiver of Monetary Damages. Notwithstanding anything herein to the contrary, the
Company shall not be liable to any party for monetary damages arising from the failure of the
Company to comply with its obligations pursuant to this Agreement, and the Initial Stockholder
hereby waives any right to make any claim for monetary damages, it being understood that the sole
remedy hereunder shall be to seek equitable relief.



          6.13. No Inconsistent Agreements. The Company will not, on or after the date of this
Agreement, enter into any agreement with respect to its securities which is inconsistent with the
rights granted to the Initial Stockholder in this Agreement or otherwise conflicts with the
provisions hereof, other than any customary lockup agreement with the underwriters in connection
with any offering effected hereunder, pursuant to which the Company shall agree not to register for
sale, and the Company shall agree not to sell or otherwise dispose of, Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock, for a specified period
(not to exceed 180 days) following such offering. Notwithstanding the foregoing, for clarifying
purposes, the Company may grant other or superior registration rights to holders of its equity or
debt securities.



          6.14. Adjustments. At the request of the majority-in-interest of the Registrable Securities,
in the event of any change in the capitalization of the Company as a result of any stock split,
stock dividend, reverse split, combination, recapitalization, merger, consolidation, or otherwise,
the provisions of this Agreement shall be appropriately adjusted. The Company agrees that it shall
not effect or permit to occur any combination or subdivision of shares which would adversely affect
the ability of the Initial Stockholder to include any Registrable Securities in any registration
contemplated by this Agreement or the marketability of such Registrable Securities in any such
registration.



          6.15. Changes in Law. The parties hereby agree that to the extent there are changes in law
that affect the rights of holders of Registrable Securities, the parties will act in good faith to
revise this Agreement as necessary or desirable to provide the benefit intended as of the date this
Agreement is entered into.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




19









 








     In witness whereof, the parties have caused this Registration Rights Agreement to be executed
and delivered by their duly authorized representatives as of the date first written above.



	 	 	 	 	 
	 	MBF HEALTHCARE ACQUISITION CORP.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INITIAL STOCKHOLDER:

 	 
	 	By:  	/s/
 	 
	 	 	[ADDRESS] 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/
 	 
	 	 	[ADDRESS] 	 
	 	 	 	 
	 




20