Exhibit 10.6


 


Subscription Agreement


 


As of March 13, 2013


 


To the Board of Directors of


MedWorth Acquisition Corp.:


 


Gentlemen:


 


The undersigned hereby subscribes for and
agrees to purchase 12,500 shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”),
at $8.00 per Sponsor Share, for an aggregate purchase price of $100,000 (“Purchase Price”). The closing of the purchase
of the Sponsors’ Shares shall occur simultaneously with the consummation of the Corporation’s initial public offering
of securities (“IPO”) pursuant to a Registration Statement on Form S-1 filed by the Corporation with the Securities
and Exchange Commission (the “Registration Statement”). EarlyBirdCapital, Inc. is acting as representative of the underwriters
in the IPO. The Sponsors’ Shares will be sold to the undersigned on a private placement basis and not as part of the IPO.


 


At least 24 hours prior to the effective
date of the Registration Statement, the undersigned shall wire the Purchase Price to Broad and Cassel, as escrow agent (“Escrow
Agent”), to hold in a non-interest bearing account until the Corporation consummates the IPO. The closing of the sale of
the Sponsor Shares will take place simultaneously with the consummation of the IPO. Immediately prior to the consummation of the
IPO, the Escrow Agent shall deposit the Purchase Price, without interest or deduction, into the trust account established by the
Corporation for the benefit of the Corporation’s public shareholders as described in the Registration Statement, pursuant
to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer
& Trust Company. In the event that the IPO is not consummated within 14 days of the date the Purchase Price is delivered to
the Escrow Agent, the Escrow Agent shall return the Purchase Price to the undersigned, without interest or deduction.


 


The undersigned represents and warrants
that he/she/it has been advised that the Sponsors’ Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”); that he/she/it is acquiring the Sponsors’ Shares for his/her/its account for investment
purposes only; that he/she/it has no present intention of selling or otherwise disposing of the Sponsors’ Shares in violation
of the securities laws of the United States; that he/she/it is an “accredited investor” as defined by Rule 501 of Regulation
D promulgated under the Securities Act; and that he/she/it is familiar with the proposed business, management, financial condition
and affairs of the Corporation. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to
any liquidating distribution by the Corporation with respect to the Sponsors’ Shares if the Corporation does not complete
a Business Combination (defined below).


 






    	 



    	 



    

 


The undersigned agrees that he/she/it shall
not sell or transfer the Sponsors’ Shares or any underlying securities until the Corporation consummates a merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (“Business
Combination”) with one or more businesses or entities as more fully described in the Registration Statement (except for transfers
(i) to officers, directors and employees of the Corporation and, if the undersigned is an entity, as a distribution to partners,
members or stockholders of the undersigned upon the liquidation and dissolution of the undersigned, (ii) by bona fide gift to a
member of the undersigned’s immediate family or to a trust, the beneficiary of which is the undersigned or a member of the
undersigned’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon
death of the undersigned, (iv) pursuant to a qualified domestic relations order, (v) with the Company’s prior written consent,
by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities; (vi) by private
sales at prices no greater than the price at which the Sponsors’ Shares were originally purchased or (vii) to the Corporation
for cancellation in connection with the consummation of a Business Combination, in each case, except for clause (vii), on the condition
that such transfers comply with applicable securities laws, in the opinion of counsel to the Corporation, and that such transfers
may be implemented only upon the respective transferee’s written agreement to be bound by the transfer restrictions of this
Subscription Agreement). The undersigned acknowledges that the certificates for such Sponsors’ Shares shall contain a legend
indicating such restriction on transferability.


 


Each party hereto hereby acknowledges that
the underwriters of the IPO are third party beneficiaries of this Subscription Agreement, and this Subscription Agreement may not
be modified or changed without the prior written consent of EarlyBirdCapital, Inc.


 


 


	 	 	 	 	Very truly yours,	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	/s/ Charles F. Fistel	 
	 	 	 	 	Charles F. Fistel	 
	 	 	 	 	 	 
	Agreed to:	 	 	 	 
	 	 	 	 	 	 
	MedWorth Acquisition Corp.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Anthony Minnuto	 	 	 	 
	 	Name: Anthony Minnuto	 	 	 	 
	 	Title: Executive Vice President	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Broad and Cassel, solely as Escrow Agent	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Nina S. Gordon	 	 	 	 
	 	Name: Nina S. Gordon	 	 	 	 
	 	Title: President, Nina S. Gordon, P.A., Partner