EX-10.1 Form of Escrow Agreement



 





EXHIBIT 10.1




FORM OF STOCK ESCROW AGREEMENT




     STOCK ESCROW AGREEMENT, dated as of      , 2007 (“Agreement”), by
and among MBF HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Company”), MBF
HEALTHCARE PARTNERS, L.P. (“Initial Stockholder”) and Continental Stock Transfer & Trust
Company (“Escrow Agent”).



     WHEREAS,
the Company has entered into a Purchase Agreement, dated      ,
2007 (“Purchase Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Joseph & Co. Inc. and Ladenburg Thalmann & Co. Inc. (the “Underwriters”), pursuant
to which, among other matters, the Underwriters have agreed to purchase (the “Purchase”) 18,750,000
units (“Units”) of the Company. Each Unit consists of one share of the Company’s Common
Stock, par value $.0001 per share (“Common Stock”), and one Warrant to purchase one share of Common
Stock at a price of $6.00 (“Warrant”), all as more fully described in the Company’s final
Prospectus, dated      , 2007 (the “Prospectus”) comprising part of the
Company’s Registration Statement on Form S-1 (File No. 333-135610) under the Securities Act of
1933, as amended (“Registration Statement”), declared effective on      ,
2007 (“Effective Date”).



     WHEREAS, the Initial Stockholder has agreed to purchase from the Company an aggregate of
343,750 Units and 4,250,000 of the Company’s Warrants (the “Private Placement Warrants”)
for an aggregate purchase price of $7,000,000 in a private placement transaction that will occur
prior to the Purchase, all as more fully described in the Prospectus. Each Private Placement
Warrant will entitle the holder to purchase one share of Common Stock at a price of $6.00 share as
more fully described in the Prospectus.



     WHEREAS, the Initial Stockholder has agreed as a condition of the Purchase to deposit all of
the Units, shares of Common Stock and Warrants, including all Private Placement Warrants, it owns
as of the date hereof (“Escrow Securities”), in escrow as hereinafter provided.



     WHEREAS, the Company and the Initial Stockholder desire that the Escrow Agent accept the
Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.



     IT IS AGREED:



     1. Appointment of Escrow Agent. The Company and the Initial Stockholder
hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this
Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with
and subject to such terms.



     2. Deposit of Escrow Securities. On or before the Effective Date, the
Initial Stockholder shall deliver to the Escrow Agent certificates representing its respective
Escrow Securities, to be held and disbursed subject to the terms and conditions of this Agreement.
The Initial Stockholder acknowledges that the certificates representing its Escrow Securities are
legended to reflect the deposit of such Escrow Securities under this Agreement.



 









 





     3. Disbursement of the Escrow Securities. The Escrow Agent shall hold the
Escrow Securities until six months following the consummation of the Company’s initial business
combination, as such term is defined in the Prospectus (“Escrow Period”), on which date it
shall, upon written instructions from Initial Stockholder, disburse the Initial Stockholder’s
Escrow Securities to the Initial Stockholder; provided, however, that if the Escrow Agent is
notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any
time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates
representing the Escrow Securities; provided further, however, that if, after the Company
consummates a Business Combination (as such term is defined in the Registration Statement), it (or
the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other
similar transaction which results in all of the stockholder of such entity having the right to
exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent
will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Operating
Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is
then being consummated, and release the Escrow Securities to the Initial Stockholder upon
consummation of the transaction so that they can similarly participate. The Escrow Agent shall
have no further duties hereunder after the disbursement or destruction of the Escrow Securities in
accordance with this Section 3.



     4. Rights of Initial Stockholder in Escrow Securities.



          4.1. Voting Rights as a Stockholder. Subject to the terms of the Insider
Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholder shall
retain all of its rights as stockholder of the Company during the Escrow Period, including, without
limitation, the right to vote such shares.



          4.2. Dividends and Other Distributions in Respect of the Escrow Securities.
During the Escrow Period, all dividends payable in cash with respect to the Escrow Securities shall
be paid to the Initial Stockholder, but all dividends payable in stock or other non-cash property
(“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Securities” shall be deemed to include
the Non-Cash Dividends distributed thereon, if any.



          4.3. Restrictions on Transfer. During the Escrow Period, no sale, transfer
or other disposition may be made of any or all of the Escrow Securities except (i) by gift to a
member of Initial Stockholder’s immediate family or to a trust, the beneficiary of which is an
Initial Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by virtue of the
laws of descent and distribution upon death of any Initial Stockholder, or (iii) pursuant to a
qualified domestic relations order; provided, however, that such permissive
transfers may be implemented only upon the respective transferee’s written agreement to be bound by
the terms and conditions of this Agreement and of the Insider Letter signed by the Initial
Stockholder transferring the Escrow Securities. During the Escrow Period, the Initial Stockholder
shall not pledge or grant a security interest in the Escrow Securities or grant a security interest
in their rights under this Agreement.



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          4.4. Insider Letters. The Initial Stockholder has executed a letter
agreement with the Company, dated as indicated on Exhibit A hereto, and which is filed as
an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and
obligations of the Initial Stockholder in certain events, including but not limited to the
liquidation of the Company.



     5. Concerning the Escrow Agent.



          5.1. Good Faith Reliance. The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best judgment, and may
rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Escrow Agent to be genuine and to be signed or
presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced
by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties
or rights of the Escrow Agent are affected, unless it shall have given its prior written consent
thereto.



          5.2. Indemnification. The Escrow Agent shall be indemnified and held
harmless by the Company from and against any expenses, including counsel fees and disbursements, or
loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than
expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent.
Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in
writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may
commence an action in the nature of interpleader in an appropriate court to determine ownership or
disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any
appropriate court or it may retain the Escrow Securities pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to whom and under
what circumstances the Escrow Securities are to be disbursed and delivered. The provisions of
Sections 5.2 and 5.7 shall survive in the event the Escrow Agent resigns or is discharged pursuant
to Sections 5.5 or 5.6 below.



          5.3. Compensation. The Escrow Agent shall be entitled to reasonable
compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall
also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the
administration of its duties hereunder including, but not limited to, all counsel, advisors’ and
agents’ fees and disbursements and all taxes or other governmental charges.



          5.4. Further Assurances. From time to time on and after the date hereof, the
Company and the Initial Stockholder shall deliver or cause to be delivered to the Escrow Agent such
further documents and instruments and shall do or cause to be done such further acts as the



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Escrow Agent shall reasonably request to carry out more effectively the provisions and
purposes of this Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.



          5.5. Resignation. The Escrow Agent may resign at any time and be discharged
from it duties as escrow agent hereunder by its giving the other parties hereto written notice and
such resignation shall become effective as hereinafter provided. Such resignation shall become
effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed
by the Company, the Escrow Share held hereunder. If no new escrow agent is so appointed within the
60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the
Escrow Securities with any court it reasonably deems appropriate.



          5.6. Discharge of Escrow Agent. The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing at any time by the
Company and the Initial Shareholder, jointly, provided, however, that such resignation shall become
effective only upon acceptance of appointment by a successor escrow agent as provided in Section
5.5.



          5.7. Liability. Notwithstanding anything herein to the contrary, the Escrow
Agent shall not be relieved from liability hereunder for its own gross negligence or its own
willful misconduct.



          5.8. Trust Fund Waiver. The Escrow Agent has no right, title, interest, or
claim of any kind (“Claim”) in or to any monies in the Trust Account (as defined in that
certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and Continental Stock Transfer & Trust Company, as trustee of the Trust Account), and
hereby waives any Claim it may have in the future in or to any monies in the Trust Account, and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the Trust Account for any reason whatsoever.



     6. Miscellaneous.



          6.1. 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 New York.



          6.2. Third Party Beneficiaries. The Initial Stockholder hereby acknowledges
that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be
modified or changed without the prior written consent of the Underwriters.



          6.3. Entire Agreement. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and, except as expressly provided herein,
may not be changed or modified except by an instrument in writing signed by the party to be
charged.



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          6.4. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any the meaning or interpretation thereof.



          6.5. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto and their legal representatives, successors and assigns.



          6.6. Notices. Any notice or other communication required or which may be
given hereunder shall be in writing and either be delivered personally or be mailed, certified or
registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two days after the date of
mailing, as follows:



     If to the Company, to:




			
	                    	 	MBF HEALTHCARE ACQUISITION CORP.

121 Alhambra Plaza, Suite 1100

Coral Gables, Florida 33134





     If to the Initial Stockholder, to:




			
	                    	 	MBF HEALTHCARE PARTNERS, L.P.

121 Alhambra Plaza, Suite 1100

Coral Gables, Florida 33134





     and if to the Escrow Agent, to:




			
	                    	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

17 Battery Place

New York, NY 10004

Attn: Chairman





     A copy of any notice sent hereunder shall be sent to:




			
	                    	 	AKERMAN SENTERFITT

One Southeast Third Avenue

Suite 2700

Miami, Florida 33131

Attn: Teddy Klinghoffer, Esq.





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     The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner provided herein for giving
notice.



          6.7. Liquidation of Company. The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company in the event that the Company fails
to consummate a Business Combination within the time period(s) specified in the Prospectus.



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     WITNESS the execution of this Agreement as of the date first above written:



	 	 	 	 	 
	 	MBF HEALTHCARE ACQUISITION CORP.

 	 
	 	By:  	/s/
 	 
	 	 	Miguel B. Fernandez, Chief Executive 	 
	 	 	Officer 	 
	 
	 	INITIAL STOCKHOLDER:



MBF HEALTHCARE PARTNERS, L.P.

By: MBF Healthcare Advisors, LLC 

Its: General Partner 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT A




[Letter Agreement between MBF Healthcare Partners, L.P. and MBF Healthcare Acquisition Corp.]





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