EX-4.1 Specimen Unit Certificate



 





Exhibit 4.1




					
	No. _________
	 	MBF HEALTHCARE ACQUISITION CORP.
	 	_________ UNIT(S)
	CUSIP No. 552650202
	 	Incorporated under the Laws of the State of Delaware	 	 






UNIT(S) CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

SEE REVERSE FOR CERTAIN DEFINITIONS




THIS
CERTIFIES THAT
_________________________________ is the owner of _________________________________ Unit(s). Each unit
(“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”),
of MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Corporation”), and one (1)
warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common Stock
for $6.00 per share (subject to adjustment). The Common Stock and Warrant comprising the Units
represented by this certificate are not transferable separately until 60 days after the earlier to
occur of the expiration of the underwriters’ option to purchase up to 2,812,500 additional units to
cover over-allotments, if any, or the exercise in full by the underwriters of such option;
provided, however, in no event will the underwriters allow separate trading until the Corporation
files an audited balance sheet reflecting the Corporation’s receipt of the gross proceeds of the
offering. The Warrant will become exercisable on the later of (i) the Corporation’s completion of
a merger, capital stock exchange, stock purchase, asset acquisition or other similar business
combination and (ii) ___, 2008, and will expire unless exercised before 5:00 p.m., New York
City time, on _______________, 2011. The terms of the Warrants are governed by a Warrant Agreement,
dated as of
_______________ (the “Warrant Agreement”), between the Corporation and Continental Stock
Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance
hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17
Battery Place, 8 th  Floor, New York, NY 10004, and are available to any Warrant
holder on written request and without cost. This certificate is not valid unless countersigned by
the Transfer Agent and registered by the registrar of the Corporation.



WITNESS the seal of the Corporation and the facsimile signature of its duly authorized officers.




Dated: ____________ , ______






 





Secretary




 





Transfer Agent







MBF HEALTHCARE ACQUISITION CORP.

CORPORATE SEAL

2006

DELAWARE







 





Chief Executive Officer









 





The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 
	TEN COM
	 	as tenants in common

	 	Unif Gift Min Act -___ Custodian ___
	TEN ENT
	 	tenants by the entireties

	 	                              (Cust)                (Minor)
	JT TEN
	 	as joint tenants with right of survivorship

	 	 Under Uniform Gifts to Minors Act: __________________
	 	 	and not as tenants in common

	 	                                                                            (State)






Additional abbreviations may also be used though not in the above list.




MBF Healthcare Acquisition Corp.




The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, option or other special rights of each class
of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the Units represented hereby are issued and
shall be held subject to the terms and conditions applicable to the securities underlying and
comprising the Units.



For Value Received, ____________ hereby sell, assign and transfer unto






PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE







 












 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




______
Units represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________ Attorney, to transfer the said Units on the books of the within named
Corporation with full power of substitution in the premises.





Dated ____________________




 




 




 




 




Signature(s) Guaranteed:




By: ______________________




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).






By: ____________________________




NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.