EX-10.6 Amended Private Placement Purchase Agreeme



 







EXHIBIT 10.6




AMENDED
AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT




     THIS
AMENDED
AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT (this
“Agreement”) made as of this 13th day of
April, 2007 among MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), and MBF
HEALTHCARE PARTNERS, L.P., (the “Purchaser”).



     WHEREAS, the Company desires to sell, and the Purchaser desires to acquire, in a private
placement (the “Placement”) an aggregate of
343,750 units (the “Placement Units”), consisting of
shares of common stock of the Company (the “Common Stock”) and warrants to purchase shares of
Common Stock (the “Warrants”) substantially identical to the units being issued to the public (the
“IPO”) (pursuant to the terms and conditions hereof and as set forth in the registration statement
on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission
(the “SEC”)), and warrants to purchase 4,250,000 shares of
Common Stock for $6.00 per share (the “Placement
Warrants”), except that the Placement Units, including underlying shares of Common Stock and
Warrants, and Placement Warrants shall not be registered under the Securities Act of 1933, as amended (the “Securities
Act”) and the Warrants and the Placement Warrants may be exercised on a cashless basis in connection with a redemption of the
Warrants and the Placement Warrants; and



     WHEREAS, the Warrants included in the Placement Units shall be governed by the Warrant
Agreement and the Placement Units shall be entitled to the benefits of a Registration Rights
Agreement, each to be filed as exhibits to the Registration Statement.



     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto do hereby agree as follows:



     1. PURCHASE OF UNITS. The Purchaser hereby agrees, directly or through its nominees, to
purchase 343,750 Placement Units at a purchase price of $8.00 per
Placement Unit and 4,250,000 Placement Warrants at a purchase price
of $1.00 per warrant, for an aggregate
purchase price of $7,000,000 (the “Purchase Price”).



     2. CLOSING.
The closing of the purchase and sale of the Placement Units and the
Placement Warrants, (the “Closing”) will
take place prior to the closing of the IPO, at such time and place as the parties may agree (the
“Closing Date”). On or prior to the Closing
Date, the Purchaser shall pay the Purchase Price by wire transfer of
funds to an account maintained by the Company. On or prior to the
effective date of the Registration Statement, the
Company shall deposit the Purchase Price into the trust account described in the Registration
Statement (the “Trust Account”). The certificates for the Common Stock and Warrants comprising the
Placement Units and the certificates for the Placement Warrants shall be delivered to the Escrow Agent, as defined in the Stock Escrow Agreement to
be filed as an exhibit to the Registration Statement, promptly after the closing of the IPO.



     3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and
warrants to the Company that:




     3.1. The Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.




     3.2.
The Placement Units and the Placement Warrants are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act.



 









 






     3.3. The Purchaser has the full right, power and authority to enter into this
Agreement and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.



     4. WAIVER OF CLAIMS; INDEMNIFICATION. The Purchaser hereby waives any and all rights to
assert any present or future claims, including any right of rescission, against the Company,
Merrill Lynch. Pierce, Fenner & Smith Incorporated (“Merrill”) with respect to its purchase of the
Placement Units and the Placement Warrants, and the Purchaser agrees to indemnify and hold the Company, Merrill and the other
underwriters in the IPO harmless from all losses, damages or expenses that relate to claims or
proceedings brought against the Company, Merrill or such other underwriters by the Purchaser of the
Placement Units and the Placement Warrants or its transferees, heirs, assigns or any subsequent holders of the Placement
Units or the Placement Warrants.



     5. WAIVER OF CLAIMS AGAINST TRUST ACCOUNT. The Purchaser hereby waives any and all right,
title, interest or claim of any kind in or to any distributions of the Trust Account, or to any
other amounts distributed in connection with a liquidating distribution of the Company including
with respect to any shares of Common Stock acquired by the Purchaser pursuant to this Agreement
(“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or
arising out of, any contracts or agreements with the Company and will not seek recourse against the
Trust Account for any reason whatsoever, other than with respect to any shares of Common Stock
purchased in the IPO held directly or indirectly by it.



     6. COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. This Agreement or any counterpart may be executed
via facsimile transmission, and any such executed facsimile copy shall be treated as an original.



     7. GOVERNING LAW. This Agreement shall for all purposes be deemed to be made under and shall
be construed in accordance with the laws of the State of Florida. Each of the parties hereby
agrees that any action, proceeding or claim against it arising out of or relating in any way to
this Agreement shall be brought and enforced in the courts of the State of Florida or the United
States District Court for the Southern District of Florida, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.



(signatures to follow)




 









 








     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	MBF HEALTHCARE ACQUISITION CORP.

 	 
	 	By:  	/s/

Marcio C. Cabrera 	 
	 	 	Name:  	Marcio C. Cabrera 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	MBF HEALTHCARE PARTNERS, L.P.

 	 
	 
	 	By:  	MBF
Healthcare Advisors I, L.P.,

its General Partner
 	 
	 
	 	By:  	MBF
Healthcare Advisors LLC,

its General Partner
 	 
	 
	 	By:  	/s/
Miguel B. Fernandez 	 
	 	 	Name:  	Miguel B. Fernandez 	 
	 	 	Title:  	President