exv10w2









    Exhibit 10.2



 




    EXECUTION
    VERSION



 




    VOTING
    AGREEMENT



 



    THIS VOTING AGREEMENT (this
    “Agreement”), dated as of June 26, 2011,
    is made by and among METROPOLITAN HEALTH NETWORKS, INC., a
    Florida corporation (“Parent”) and the
    Shareholders listed on Schedule 1 attached hereto
    (each individually, a “Shareholder” and
    collectively, the “Shareholders”).



 




    WITNESSETH:



 



    WHEREAS, concurrently with the execution of this
    Agreement, Parent, Cab Merger Sub, Inc., a Florida corporation
    and a direct wholly owned subsidiary of Parent (“Merger
    Subsidiary”), and Continucare Corporation, a Florida
    corporation (the “Company”) are entering into
    an Agreement and Plan of Merger of even date herewith (the
    “Merger Agreement”), pursuant to which the
    parties thereto agree, upon the terms and subject to the
    conditions set forth therein, to merge Merger Subsidiary with
    and into the Company (the “Merger”); and



 



    WHEREAS, each Shareholder owns of record and Beneficially
    Owns the number of shares of Common Stock, par value $0.0001 per
    share of the Company (“Company Common Stock”)
    set forth opposite such Shareholder’s name on
    Schedule 1 attached hereto (such shares of Company
    Common Stock, together with any other shares of capital stock of
    the Company acquired by such Shareholder after the date hereof
    and during the term of this Agreement, including any shares
    issued upon the exercise of any warrants or options, the
    conversion of any convertible securities or otherwise, being
    collectively referred to herein as the “Subject
    Shares”); and



 



    WHEREAS, as inducement and a condition to Parent’s
    willingness to enter into the Merger Agreement, Parent has
    required Shareholders to enter into this Agreement.



 



    NOW, THEREFORE, in consideration of the foregoing and the
    mutual premises, representations, warranties, covenants and
    agreements contained herein, the parties hereto, intending to be
    legally bound hereby, agree as follows:



 



    Section 1.  Certain
    Definitions.  In addition to the terms defined
    elsewhere herein, capitalized terms used and not defined herein
    shall have the respective meanings ascribed to them in the
    Merger Agreement. For purposes of this Agreement:



 



    (a) “Beneficially Own” or
    “Beneficial Ownership” with respect to any
    securities means having “beneficial ownership” of such
    securities as determined pursuant to
    Rule 13d-3
    under the Securities Exchange Act of 1934, as amended (the
    “Exchange Act”). Without duplicative counting
    of the same securities by the same holder, securities
    Beneficially Owned by a person include securities Beneficially
    Owned by all other persons with whom such person would
    constitute a “group” within the meaning of
    Section 13(d) of the Exchange Act with respect to the
    securities of the same issuer.



 



    Section 2.  Representations
    and Warranties of Shareholder.  Each
    Shareholder represents and warrants severally, but not jointly,
    to Parent as follows:



 



    (a) Ownership and Power to Vote
    Shares.  Each Shareholder is the sole record
    owner of the Subject Shares set forth opposite such
    Shareholder’s name on Schedule 1. The party
    signing this Agreement on behalf of each Shareholder is the
    Beneficial Owner of all of the Subject Shares. On the date
    hereof, the Subject Shares (including the options set forth
    opposite such Shareholder’s name on Schedule 1)
    constitute all of the shares of the Company Common Stock owned
    of record or Beneficially Owned by such Shareholder. Except as
    shown on Schedule 1, there are no outstanding
    options or other rights to acquire by or from such Shareholder
    or obligations of such Shareholder to sell or to acquire, any
    shares of Company Common Stock. The party signing this Agreement
    on behalf of each Shareholder has full power individually or as
    a trustee of an investment trust, to vote or to direct the
    voting of, full power to issue instructions or direct the
    issuance of instructions with respect to the matters set forth
    in Sections 4, 5, 6 and 7
    hereof, full power to dispose of or direct the disposition of,
    and full power to agree to all of the matters set forth in this
    Agreement, in each case with respect to all of the Subject
    Shares.














 







    (b) Power; Binding Agreement.  Each
    Shareholder has the legal capacity, power and authority to enter
    into and perform all of such Shareholder’s obligations
    under this Agreement. This Agreement has been duly and validly
    executed and delivered, and, if such Shareholder is not a
    natural person, authorized by such Shareholder and constitutes a
    valid and binding agreement of such Shareholder, enforceable
    against such Shareholder in accordance with its terms except
    that (i) such enforcement may be subject to applicable
    bankruptcy, insolvency or other similar laws, now or hereafter
    in effect, affecting creditors’ rights generally, and
    (ii) the remedy of specific performance and injunctive and
    other forms of equitable relief may be subject to equitable
    defenses and to the discretion of the court before which any
    proceeding therefor may be brought.



 



    (c) No Conflicts.  Except as
    contemplated by the Merger Agreement, no filing with, and no
    permit, authorization, consent or approval of, any Government
    Authority is necessary for the execution and delivery of this
    Agreement by such Shareholder and consummation by such
    Shareholder of the transactions contemplated hereby. None of the
    execution and delivery of this Agreement by a Shareholder, or
    the consummation by a Shareholder of the transactions
    contemplated hereby or compliance by such Shareholder with any
    of the provisions hereof shall (i) if a particular
    Shareholder is not a natural person, conflict with or result in
    any breach of any organizational or trust documents applicable
    to such Shareholder, (ii) result in a violation or breach
    of, or constitute (with or without notice or lapse of time or
    both) a default (or give rise to any third party right of
    termination, cancellation, modification or acceleration) under
    any of the terms, conditions or provisions of any note, loan
    agreement, bond, mortgage, indenture, license, contract,
    commitment, arrangement, understanding, agreement or other
    instrument or obligation of any kind to which such Shareholder
    is a party or by which such Shareholder or any of its properties
    or assets may be bound, or (iii) violate any order, writ,
    injunction, decree, judgment, order, statute, rule or regulation
    applicable to such Shareholder or the Subject Shares, except for
    any such conflicts, violations, breaches, defaults or other
    occurrences which would neither, individually or in the
    aggregate, prevent or delay the performance by any Shareholder
    of any of the obligations of such Shareholder pursuant to this
    Agreement.



 



    (d) No Encumbrance.  Except as
    would not impair the ability of a Shareholder to perform its
    obligations hereunder, the Subject Shares are now, and, at all
    times during the term hereof, will be, held by such Shareholder
    free and clear of all Liens, except for any such Liens arising
    hereunder.



 



    (e) No Finder’s Fees.  No
    broker, investment banker, financial advisor or other person is
    entitled to any broker’s, finder’s, financial
    adviser’s or other similar fee or commission in connection
    with the transactions contemplated hereby, other than as
    disclosed in the Merger Agreement, based upon the arrangements
    made by or on behalf of such Shareholder.



 



    (f) Reliance.  Each Shareholder
    understands and acknowledges that each of the Company, Parent
    and Merger Subsidiary is entering into the Merger Agreement in
    reliance upon such Shareholder’s execution and delivery of
    this Agreement.



 



    Section 3.  Disclosure.  Each
    Shareholder hereby agrees to permit Parent and the Company to
    publish and disclose in any document, statement, schedule or
    other filing filed with the SEC (including, without limitation,
    any
    Form 8-K,
    the Proxy Statement, or the
    Form S-4),
    and any press release or other disclosure document which Parent
    or the Company, in either of their sole discretion, determines
    to be required by law or reasonably necessary in connection with
    the Merger and any transactions related thereto, such
    Shareholder’s identity and ownership of the Company Common
    Stock and the nature of such Shareholder’s commitments,
    arrangements and understandings under this Agreement.



 



    Section 4.  Transfer
    And Other Restrictions.



 



    (a) No Solicitation; Other
    Offers.  Each Shareholder shall, and shall
    cause its trustees, representatives, consultants, investment
    bankers, attorneys, accountants and other agents acting in its
    capacity as such (collectively, a person’s or entity’s
    “Representatives”) to, immediately cease any
    discussions, activities or negotiations with any other Person or
    Persons (other than Parent and Parent’s representatives)
    that may be ongoing with respect to any Acquisition Proposal.
    Each Shareholder further agrees that it and its Representatives
    (to the extent they are serving as a Representative of a
    Shareholder) shall not (i) directly or indirectly solicit,
    initiate, knowingly encourage or knowingly facilitate any
    inquiries or the making of any Acquisition Proposal,
    (ii) directly or indirectly participate in






    

    2








 







    any discussions or negotiations with, furnish any information
    relating to the Company or any of its Subsidiaries or afford
    access to the business, properties, books, records, data or
    confidential information of the Company or any of its
    Subsidiaries to any Third Party that is seeking to make, or has
    made an Acquisition Proposal, or take any other action to
    knowingly facilitate any inquiries or the making of any proposal
    that constitutes, or may reasonably be expected to lead to, an
    Acquisition Proposal, (iii) recommend, adopt or approve, or
    propose publicly to recommend, adopt or approve, an Acquisition
    Proposal, or (iv) agree or publicly propose to do any of
    the foregoing. Each Shareholder further agrees that it shall
    promptly notify Parent (but in no event later than forty-eight
    hours) after receipt by such Shareholder (or any of its
    Representatives) of any Acquisition Proposal, any inquiry that
    could be reasonably expected to lead to an Acquisition Proposal
    or of any request for information relating to the Company or its
    Subsidiaries by any Third Party that to the knowledge of the
    Shareholder may be considering making, or has made an
    Acquisition Proposal, which notice shall be provided in writing
    and shall identify the person making, and the terms and
    conditions of, any such Acquisition Proposal, inquiry or request
    (including any material changes thereto and copies of any
    written materials received from such Third Party or its
    Representatives in connection therewith). The Shareholders shall
    keep Parent fully informed of any material change to any
    Acquisition Proposal, inquiry or request for information. The
    Shareholders shall enforce, to the fullest extent permitted
    under Applicable Law, the provisions of any standstill,
    confidentiality or similar agreement entered into by the
    Shareholders or their respective Representatives, including
    where necessary, seeking to obtain injunctions to prevent any
    breaches of such agreements and to enforce specifically the
    terms and provisions thereof in any court having jurisdiction.
    Notwithstanding anything to the contrary contained herein, if
    the Company or the Company Board is, subject to all the
    procedures, obligations, conditions and limitations otherwise
    applicable to the Company, engaging in an action permitted to be
    taken with respect to an Acquisition Proposal by the Company or
    the Company Board pursuant to Section 5.02 of the Merger
    Agreement, then a Shareholder may also engage in such action
    with respect to the subject Acquisition Proposal provided that
    the Shareholder has complied with all of the procedures,
    obligations, conditions and limitations otherwise applicable to
    the Company, including but not limited to the entry by such
    Shareholder into a Confidentiality Agreement and the compliance
    by the Shareholder with various notification obligations. Parent
    agrees that each Shareholder’s notification obligations
    hereunder may be satisfied by communications from the Company to
    Parent and any such notifications need not be provided by the
    Shareholder individually. Without limiting the foregoing, Parent
    and each of the Shareholders agree that any violation of the
    restrictions set forth in this Section 4 by any
    Representative of a Shareholder shall constitute a breach by
    such Shareholder of this Section 4.



 



    (b) Certain Prohibited Transfers and
    Standstill.  Prior to the termination of this
    Agreement, each Shareholder agrees not to, directly or
    indirectly:



 



    (i) except pursuant to the terms of the Merger Agreement,
    offer for sale, sell, transfer, tender, pledge, encumber, assign
    or otherwise dispose of (including by gift), or enter into any
    contract, option or other arrangement or understanding with
    respect to or consent to the offer for sale, sale, transfer,
    tender, pledge, encumbrance, assignment or other disposition of
    any or all of the Subject Shares or any interest therein;



 



    (ii) grant any proxy, grant any power of attorney, deposit
    any of the Subject Shares into a voting trust or enter into a
    voting agreement or arrangement with respect to the Subject
    Shares except as provided in this Agreement which would have the
    effect of preventing or disabling such Shareholder from
    performing its obligations under this Agreement;



 



    (iii) take any other action that would make any
    representation or warranty of such Shareholder contained herein
    untrue or incorrect in any material respect or have the effect
    of preventing or disabling such Shareholder from performing its
    obligations under this Agreement;



 



    (iv) make, or in any way participate, directly or
    indirectly, in any “solicitation” of
    “proxies” to vote, or to seek to advise or influence
    any Person with respect to the voting of, any voting securities
    of the Company (including by making publicly known such
    Shareholder’s position on any matter presented to the
    stockholders), other than to recommend that shareholders of the
    Company vote in favor of the Merger and the Merger Agreement;



 



    (v) submit to the Company any stockholder proposal under
    Rule 14a-8
    under the Exchange Act;





    

    3








 







    (vi) make any public announcement with respect to, or
    submit a proposal for, or offer of (with or without conditions)
    any extraordinary transaction involving the Company or its
    securities or assets;



 



    (vii) form, join or in any way participate in a
    “group” (as defined in Section 13(d)(3) under the
    Exchange Act) in connection with any of the foregoing;



 



    (viii) seek to have Section 4 amended in any way which
    may be reasonably likely to require, involve or trigger public
    disclosure of such request pursuant to Applicable Law, or to
    have any provision of Section 4 amended, modified or
    waived; or



 



    (ix) otherwise take, directly or indirectly, any actions
    with the purpose of avoiding or circumventing any provision of
    Section 4 or which could reasonably be expected to have the
    effect of preventing, materially impeding, materially
    interfering with or materially adversely affecting the
    consummation of the transactions contemplated by the Merger
    Agreement.



 



    The term “sale” in this Agreement shall include a
    “constructive sale” which shall encompass a short sale
    with respect to such security, entering into or acquiring a
    derivative contract with respect to such security, entering into
    or acquiring a futures or forward contract to deliver such
    security or entering into any transaction that has substantially
    the same effect as any of the foregoing.



 



    (c) Confidentiality.  Each
    Shareholder agrees that for one year after the date of this
    Agreement, the Shareholder shall hold in confidence, and except
    as required by law or an order of a court or governmental agency
    with jurisdiction, the Shareholder shall not disclose to any
    person or entity for any reason or purpose, or use in any way
    (other in the Shareholder’s capacity as a director, officer
    or employee of the Company or its affiliates), any Confidential
    Information obtained by the Shareholder in his or its capacity
    as a stockholder, director, officer or employee of the Company.
    The term “Confidential Information” means
    information that is treated by the Company or any of its
    subsidiaries as confidential and proprietary information,
    including but not limited to, information regarding databases,
    competitive strategies, models, marketing programs or sales,
    financial, marketing, training and technical information, other
    than information that (i) is generally available without
    use of information developed by or obtained from the Company or
    its subsidiaries and (ii) becomes generally available only
    because of a breach of this Agreement).



 



    (d) Covenants of Section 4 are Essential and
    Independent Covenants.  The covenants by each
    Shareholder in Section 4 are essential elements of
    this Agreement, and without each Shareholder’s agreement to
    comply with such covenants, Parent would not have entered into
    this Agreement or the Merger Agreement. Parent and Shareholders
    have independently consulted their respective counsel and have
    been advised in all respects concerning the reasonableness and
    propriety of such covenants, with specific regard to the nature
    of the business conducted by the Company and its Affiliates.



 



    Section 5.  Voting
    of the Company Common Stock.  Each Shareholder
    hereby agrees that, during the period commencing on the date
    hereof and continuing until the first to occur of (a) the
    Effective Time or (b) termination of this Agreement in
    accordance with its terms, at any meeting (whether annual or
    special and whether or not an adjourned or postponed meeting) of
    the holders of Company Common Stock, however called, at which
    the holders of the Company Common Stock are asked to vote upon a
    proposal to adopt the Merger Agreement and to approve the Merger
    or any other of the transactions that are the subject of the
    Merger Agreement, such Shareholder will appear at the meeting or
    otherwise cause the Subject Shares to be counted as present
    thereat for purposes of establishing a quorum and vote (or cause
    to be voted) all of the Subject Shares:



 



    (i) in favor of and to adopt the Merger Agreement and
    approve the Merger
    and/or the
    other transactions contemplated by the Merger Agreement; and



 



    (ii) except as otherwise agreed to in writing in advance by
    Parent in its sole discretion, against the following (other than
    the Merger and the transactions contemplated the Merger
    Agreement): (A) any Acquisition Proposal, (B) any
    change in a majority of the persons who constitute the Board of
    Directors of the Company, (C) any action or agreement that
    would result in a breach of any covenant, representation or
    warranty or any obligation or agreement of the Company under the
    Merger Agreement or this Agreement, or (D) any action which
    could reasonably be expected, to materially impede, materially
    interfere with, materially






    

    4








 







    delay, materially postpone or materially adversely affect the
    Merger and the transactions contemplated by the Merger Agreement.



 



    Section 6.  Agreement
    not to Transfer; Additional Shares Subject to
    Agreement.  Each Shareholder agrees with, and
    covenants to, Parent that, until termination of the Merger
    Agreement, except as contemplated by the Merger Agreement, such
    Shareholder will not request that Company register the transfer
    (book-entry or otherwise) of any certificate or uncertificated
    interest representing any of the Subject Shares, unless such
    transfer is made in compliance with this Agreement.



 



    Section 7.  Future
    Cooperation.  Each party shall reasonably
    consult with the other and provide any reasonably necessary
    information and material with respect to all filings made by
    such party with any Governmental Authority in connection with
    this Agreement and the Merger Agreement and the transactions
    contemplated hereby and thereby.



 



    Section 8.  Fiduciary
    Duties.  Each Shareholder is signing this
    Agreement, notwithstanding anything to the contrary contained
    herein, solely in such Shareholder’s capacity as an owner
    of his, her or its respective Subject Shares, and nothing herein
    shall prohibit, prevent or preclude such individual Shareholder
    from taking or not taking any action in his capacity as a
    director of the Company.



 



    Section 9.  Termination.  This
    Agreement shall terminate on the earliest to occur of:
    (a) the termination of the Merger Agreement in accordance
    with Section 9.01 of the Merger Agreement, (b) the
    written agreement of the parties hereto to terminate this
    Agreement, and (c) the Effective Time of the Merger
    (provided that the provisions of Section 4(c) and 4(d)
    shall survive the Effective Time of the Merger.)



 



    Section 10.  Miscellaneous.



 



    (a) Entire Agreement.  This
    Agreement (including the documents and instruments referred to
    herein) constitutes the entire agreement among the parties with
    respect to the subject matter hereof and supersedes all prior
    agreements and understandings, both oral and written, among the
    parties with respect to the subject matter hereof.



 



    (b) New Shares.  Each Shareholder
    agrees that, in the event (a) of any stock dividend, stock
    split, recapitalization, reclassification, combination or
    exchange of shares of capital stock of the Company or any of its
    Subsidiaries on, of or affecting the Subject Shares of such
    Shareholder, (b) such Shareholder purchases or otherwise
    acquires Beneficial Ownership of or an interest in any shares of
    capital stock of the Company or any of its Subsidiaries after
    the execution of this Agreement (including by conversion), or
    (c) such Shareholder voluntarily acquires the right to vote
    or share in the voting of any shares of capital stock of the
    Company or any of its Subsidiaries other than the Subject Shares
    (collectively, “New Shares”), other than as a
    person named as a proxy in proxies solicited by the Board of
    Directors of the Company (with regard to which such Shareholder
    shall vote as instructed by the persons who executed the proxies
    or as otherwise described in the Proxy Statement), such
    Shareholder shall deliver promptly to Parent written notice of
    the number of any New Shares acquired by such Shareholder. Such
    Shareholder also agrees that any New Shares acquired or
    purchased by such Shareholder shall be subject to the terms of
    this Agreement.



 



    (c) Successors and Assigns.  This
    Agreement shall not be assigned by operation of law or otherwise
    without the prior written consent of the other parties hereto.
    This Agreement shall be binding upon, inure to the benefit of
    and be enforceable by each party and such party’s
    respective heirs, beneficiaries, executors, representatives and
    permitted assigns.



 



    (d) Amendment and
    Modification.  This Agreement may not be
    amended, altered, supplemented or otherwise modified or
    terminated (other than a termination under Section 9
    of this Agreement) except upon the execution and delivery of a
    written agreement executed by the parties hereto.





    

    5








 







    (e) Notices.  All notices, requests
    and other communications to any party hereunder shall be in
    writing (including facsimile or electronic mail transmission)
    and shall be given,



 



    If to Parent, to:



 



    Metropolitan Health Networks, Inc.

    777 Yamato Road

    Suite 510

    Boca Raton, Florida 33431

    Attention: Roberto L. Palenzuela, General Counsel

    Facsimile No.: 561.805-8501

    Email: rpalenzuela@metcare.com



 



    with a copy to:



 



    Greenberg Traurig, P.A.

    333 Avenue of the Americas, Suite 4400

    Miami, Florida 33131

    Attention: David Wells, Esq.

    Fax:
    (305) 961-5613

    Email: wellsd@gtlaw.com



 



    If to a Shareholder, to:



 



    The address set forth opposite such Shareholder’s name on
    Schedule 1



 



    with a copy to:



 



    Akerman Senterfitt

    One Southeast Third Avenue,
    25th

    Floor

    Miami, Florida 33131

    Attention: Teddy Klinghoffer, Esq. and Martin G.
    Burkett, Esq.

    Facsimile:
    (305) 374-5095

    Email: teddy.klinghoffer@akerman.com and
    martin.burkett@akerman.com



 



    or to such other address, facsimile number or electronic mail
    address as such party may hereafter specify for the purpose by
    notice to the other parties hereto. All such notices, requests
    and other communications shall be deemed received on the date of
    receipt by the recipient thereof if received prior to
    5:00 p.m. on a Business Day in the place of receipt.
    Otherwise, any such notice, request or communication shall be
    deemed to have been received on the next succeeding Business Day
    in the place of receipt.



 



    (f) Severability.  If any term,
    provision, covenant or restriction of this Agreement is held by
    a court of competent jurisdiction or other Governmental
    Authority to be invalid, void or unenforceable, the remainder of
    the terms, provisions, covenants and restrictions of this
    Agreement shall remain in full force and effect and shall in no
    way be affected, impaired or invalidated so long as the economic
    or legal substance of the transactions contemplated hereby is
    not affected in any manner materially adverse to any party. Upon
    such a determination, the parties shall negotiate in good faith
    to modify this Agreement so as to effect the original intent of
    the parties as closely as possible in an acceptable manner in
    order to that the transactions contemplated hereby be
    consummated as originally contemplated to the fullest extent
    possible.



 



    (g) Specific Performance.  The
    parties acknowledge and agree that (i) money damages would
    not be an adequate remedy at law if any party fails to perform
    in any material respect any of its obligations hereunder and
    accordingly agree that each party, in addition to any other
    remedy to which it may be entitled in equity, shall be entitled
    to an injunction or injunctions to prevent breaches or seek to
    compel specific performance of the obligations of any other
    party under this Agreement in accordance with the terms and
    conditions of this Agreement and if any action should be brought
    in equity to enforce any of the provisions of this Agreement,
    none of the parties hereto shall raise the defense that there is
    an adequate remedy at law, and (ii) such equitable relief
    shall be the parties’ sole and exclusive remedy.





    

    6








 







    (h) No Waiver.  The failure of any
    party hereto to exercise any right, power or remedy provided
    under this Agreement or otherwise available in respect hereof at
    law or in equity, or to insist upon compliance by any other
    party hereto with its obligations hereunder, and any custom or
    practice of the parties at variance with the terms hereof, will
    not constitute a waiver by such party of its right to exercise
    any such or other right, power or remedy or to demand such
    compliance.



 



    (i) No Third Party
    Beneficiaries.  This Agreement is not intended
    to confer upon any person other than the parties hereto any
    rights or remedies hereunder.



 



    (j) Governing Law.  This Agreement
    shall be governed by and construed in accordance with the
    internal laws of the State of Florida (without reference to its
    choice of law rules that would apply the laws of any other
    jurisdiction).



 



    (k) Descriptive Heading.  The
    descriptive headings used herein are for reference purposes only
    and will not affect in any way the meaning or interpretation of
    this Agreement.



 



    (l) Expenses.  All costs and
    expenses incurred in connection with this Agreement and the
    transactions contemplated hereby shall be paid by the party
    incurring such expenses.



 



    (m) Further Assurances.  From time
    to time, at any other party’s request and without further
    consideration, each party hereto shall execute and deliver such
    additional documents and take all such further lawful action as
    may be reasonably necessary to consummate and make effective, in
    the most expeditious manner reasonably practicable, the voting
    of the Subject Shares as contemplated by this Agreement.



 



    (n) Counterparts.  This Agreement
    may be signed in any number of counterparts, each of which shall
    be an original, with the same effect as if the signatures hereto
    were upon the same instrument.



 



    (o) Waiver of Jury Trial.  EACH OF
    THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
    TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
    RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
    HEREBY.



 



    (p) Venue.  The parties hereto
    agree that any suit, action or proceeding seeking to enforce any
    provision of, or based on any matter arising out of or in
    connection with, this Agreement or the transactions contemplated
    hereby shall be brought in any federal or state court in the
    Southern District of Florida, and that any cause of action
    arising out of this Agreement shall be deemed to have arisen
    from a transaction of business in the State of Florida, and each
    of the parties hereby irrevocably consents to the jurisdiction
    of such courts (and of the appropriate appellate courts
    therefrom) in any such proceeding and irrevocably waives, to the
    fullest extent permitted by law, any objection that it may now
    or hereafter have to the laying of the venue of any such suit,
    action or proceeding in any such court or that any such suit,
    action or proceeding brought in any such court has been brought
    in an inconvenient forum. Process in any such suit, action or
    proceeding may be served on any party anywhere in the world,
    whether within or without the jurisdiction of any such court.
    Without limiting the foregoing, each party agrees that service
    of process on such party as provided in
    Section 10(e) shall be deemed effective service of
    process on such party.



 




    [Remainder
    of this page intentionally left blank. Signature pages
    follow.]





    

    7








 







    IN WITNESS WHEREOF, Parent and each Shareholder have caused this
    Agreement to be duly executed as of the day and year first
    written above.



 



    PARENT:




 



    METROPOLITAN HEALTH NETWORKS, INC.



 


			
	 	    By: 
	
    /s/  MICHAEL
    M. EARLEY









    Name:     Michael M. Earley




    Title:     CEO





    

    8








 







    SHAREHOLDERS:



 



    /s/  PHILLIP
    FROST, M.D.








    Phillip Frost, M.D.



 



    FROST NEVADA INVESTMENTS TRUST



 


			
	 	    By: 
	
    /s/  PHILLIP
    FROST, M.D.









    Name:     Phillip Frost, M.D.




    Title:     Trustee



 



    FROST GAMMA INVESTMENTS TRUST



 


			
	 	    By: 
	
    /s/  PHILLIP
    FROST, M.D.









    Name:     Phillip Frost, M.D.




    Title:     Trustee





    

    9








 








    Schedule 1



 


	 	 	 	 	 	 	 
	

    Shareholder Name


	
 
	

    Shareholder Address


	
 
	

    Shares of Company Common Stock


	
 
	

    Options



	 

	

    Phillip Frost, M.D. 


	
 
	
    4400 Biscayne Blvd.

    Miami, FL 33137
	
 
	
    400,000 Shares of Company Common Stock
	
 
	
    165,000 options to purchase shares of Company Common Stock

	

    Frost Nevada Investments Trust


	
 
	
    4400 Biscayne Blvd.

    Miami, FL 33137
	
 
	
    819,313 Shares of Company Common Stock
	
 
	
    0 options to purchase shares of Company Common Stock

	

    Frost Gamma Investments Trust


	
 
	
    4400 Biscayne Blvd.

    Miami, FL 33137
	
 
	
    24,771,604 Shares of Company Common Stock
	
 
	
    0 options to purchase shares of Company Common Stock











    

    10