REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2006 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
15,000,000 UNITS ORACLE HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2006 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
The undersigned, Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms in this Underwriting Agreement (this “Agreement”) its agreement with CRT Capital Group LLC (being referred to herein variously as “you,” “CRT” or the “Representative”) and with the other underwriters named on Schedule I hereto for which CRT is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 1st, 2006 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
Agreement made as of _________, 2006 between Oracle Healthcare Acquisition Corp., a Delaware corporation, with offices at 200 Greenwich Avenue, 3rd Floor, Greenwich, Connecticut 06830 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Oracle Healthcare Acquisition Corp. Greenwich, CT 06830 CRT Capital Group LLC Stamford, CT 06902Underwriting Agreement • December 2nd, 2005 • Oracle Healthcare Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
12,500,000 UNITS ORACLE HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2005 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
The undersigned, Oracle Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms in this Underwriting Agreement (this “Agreement”) its agreement with CRT Capital Group LLC (the ”Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 21st, 2006 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
Oracle Healthcare Acquisition Corp. Greenwich, CT 06830 CRT Capital Group LLC Stamford, CT 06902Underwriting Agreement • December 2nd, 2005 • Oracle Healthcare Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 21st, 2006 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 (“Agreement”), by and among ORACLE HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Company”), (collectively “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
ORACLE HEALTHCARE ACQUISITION CORP. FORM OF FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENTFounding Director Warrant Purchase Agreement • March 1st, 2006 • Oracle Healthcare Acquisition Corp. • Blank checks • Delaware
THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of January __, 2006 between Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Larry N. Feinberg and Joel D. Liffmann, on the other hand (collectively, the “Purchasers” or individually, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9 hereof.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 10th, 2008 • Oracle Healthcare Acquisition Corp. • Pharmaceutical preparations • Pennsylvania
This Agreement is made and entered into as of the 1st day of November, 2007 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation, organized and existing under the laws of the Commonwealth of Pennsylvania, having an office at 200 Gardner Steel Conference Center, Thackeray and O’Hara Street, Pittsburgh, Pennsylvania 15260 (“University”), and Precision Therapeutics, Inc, having its principal office at 2516 Jane Street, Pittsburgh, PA 15203 (“Licensee”).
AGREEMENT AND PLAN OF MERGER among ORACLE HEALTHCARE ACQUISITION CORP., PTI ACQUISITION SUB, INC., and PRECISION THERAPEUTICS, INC. Dated as of December 3, 2007Merger Agreement • December 7th, 2007 • Oracle Healthcare Acquisition Corp. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2007 (this “Agreement”), by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (“Parent”), PTI Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary (as hereinafter defined) of Parent (“Merger Sub”), and Precision Therapeutics, Inc., a Delaware corporation (the “Company”). Except as otherwise provided in this Agreement, terms used herein are defined in Section 11.12 hereof.
CONFIDENTIAL February 1, 2008 Oracle Healthcare Acquisition Corp.Financial Advisory Agreement • February 4th, 2008 • Oracle Healthcare Acquisition Corp. • Pharmaceutical preparations
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 25th, 2008 • Oracle Healthcare Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 24, 2008 by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (“Parent”), PTI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Precision Therapeutics, Inc., a Delaware corporation (the “Company”), and Joel P. Adams (the “Stockholder Representative”).
TERMINATION AGREEMENTTermination Agreement • March 5th, 2008 • Oracle Healthcare Acquisition Corp. • Pharmaceutical preparations • Delaware
TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of March 4, 2008 by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (“Parent”), and Precision Therapeutics, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 26th, 2008 • Oracle Healthcare Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of February 25, 2008 by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (“Parent”), PTI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Precision Therapeutics, Inc., a Delaware corporation (the “Company”), and Joel P. Adams (the “Stockholder Representative”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2005 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2006 by and between Oracle Healthcare Acquisition Corp. (the “Company”) and Continental Stock Transfer and Trust Company (“Trustee”).
Oracle Healthcare Acquisition Corp. 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830 CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Initial Public OfferingUnderwriting Agreement • December 2nd, 2005 • Oracle Healthcare Acquisition Corp. • Blank checks
VOTING AGREEMENTVoting Agreement • December 7th, 2007 • Oracle Healthcare Acquisition Corp. • Pharmaceutical preparations • Delaware
VOTING AGREEMENT, dated as of December 3, 2007 (this “Agreement”), by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (“Parent”), and the Persons (as hereinafter defined) set forth on Schedule I attached hereto (collectively, the “Securityholders” and, each, a “Securityholder”).
ORACLE INVESTMENT MANAGEMENT OFFICE SERVICES AGREEMENTOffice Services Agreement • September 30th, 2005 • Oracle Healthcare Acquisition Corp. • New York
This Agreement is dated __________, 2005 and is entered into between Oracle Investment Management, Inc. (“Firm”) and Oracle Healthcare Acquisition Corp. (“Client”). Firm and Client agree that Firm will provide to Client for and in consideration of the fees set forth herein, an exclusive license to use the offices as provided herein below and, in common with Firm’s other clients, the non-exclusive license to use Firm’s facilities and services as outlined below.
Oracle Healthcare Acquisition Corp. 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830 CRT Capital Group LLC 262 Harbor Drive Stamford, CT 06902 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 2nd, 2005 • Oracle Healthcare Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
TRANSFER AGENT AND REGISTRAR AGREEMENTTransfer Agent and Registrar Agreement • February 17th, 2006 • Oracle Healthcare Acquisition Corp. • Blank checks • New York
This Transfer Agent and Registrar Agreement (this “Agreement”) is entered into as of the day of , 2006, by and between Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company.
