August 2, 2007
Healthcare Acquisition Corporation
2116 Financial Center
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Re: HEALTHCARE ACQUISITION CORP./PHARMATHENE, INC. MERGER
Ladies and Gentlemen:
This letter agreement (this "Agreement") relates to the proposed merger
(the "Merger") of PAI Acquisition Corp. (the "Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Healthcare Acquisition Corporation
(the "Parent"), a Delaware corporation, with PharmAthene, Inc. (the "Company"),
a Delaware corporation. The Merger is governed by the certain Agreement and Plan
of Merger, dated as of January 19, 2007, by and among Parent, Merger Sub and the
Company (the "Merger Agreement") and capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.
In order to induce Parent and Merger Sub to consummate the Merger, the
undersigned hereby agrees that, as of the date hereof until expiration of the
Lock-Up Period (as defined below), the undersigned: (a) will not, directly or
indirectly, offer, sell, agree to offer or sell, solicit offers to purchase,
grant any call option or purchase any put option with respect to, pledge, borrow
or otherwise dispose of any Relevant Security (as defined below) and (b) will
not establish or increase any "put equivalent position" or liquidate or decrease
any "call equivalent position" with respect to any Relevant Security (in each
case within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder) or otherwise
enter into any swap, derivative or other transaction or arrangement that
transfers to another, in whole or in part, any economic consequence of ownership
of a Relevant Security, whether or not such transaction is to be settled by
delivery of Relevant Securities, other securities, cash or other consideration,
except in accordance with the following schedule: fifty percent (50%) of the
Relevant Securities shall be released from this Agreement on the date that is
six (6) months from the Closing Date and the remaining fifty percent (50%) of
the Relevant Securities shall be released from this Agreement on the date that
is twelve (12) months from the Closing Date (the "Lock-Up Period"). As used
herein, "Relevant Security" means any common stock or 8% promissory notes of the
Parent (or common stock issuable upon conversion of such notes or as a dividend
thereon) received by or issuable to the undersigned pursuant to the Merger
Agreement but shall not include any securities obtained by any other means.
The undersigned hereby authorizes Parent during the Lock-Up Period to
cause any transfer agent for the Relevant Securities to decline to transfer and
to note stop transfer restrictions on the stock register and other records
relating to Relevant Securities for which the
undersigned is the record holder and, in the case of Relevant Securities for
which the undersigned is the beneficial but not record holder, agrees during the
Lock-Up Period to cause the record holder to authorize the Parent to cause any
transfer agent for the Relevant Securities to decline to transfer and to note
stop transfer restrictions on the stock register and other records relating to
such Relevant Securities in accordance with this Agreement.
The restrictions set forth in the immediately preceding paragraph shall
not apply to:
(1) if the undersigned is a natural person, any transfers made by the
undersigned (a) as a bona fide gift to any member of the immediate family (as
defined below) of the undersigned or to a trust the direct or indirect
beneficiaries of which are exclusively the undersigned or members of the
undersigned's immediate family, (b) by will or intestate succession upon the
death of the undersigned or (c) as a bona fide gift to a charity or educational
institution,
(2) if the undersigned is a corporation, partnership, limited liability
company or other business entity, any transfers to any shareholder, partner or
member of, or owner of a similar equity interest in, the undersigned, as the
case may be, if, in any such case, such transfer is not for value, and
(3) if the undersigned is a corporation, partnership, limited liability
company or other business entity, any transfer made by the undersigned (a) in
connection with the sale or other bona fide transfer in a single transaction of
all or substantially all of the undersigned's capital stock, partnership
interests, membership interests or other similar equity interests, as the case
may be, or all or substantially all of the undersigned's assets, in any such
case not undertaken for the purpose of avoiding the restrictions imposed by this
agreement or (b) to another corporation, partnership, limited liability company
or other business entity so long as the transferee is an affiliate (as defined
below) of the undersigned and such transfer is not for value;
provided, however, that in the case of any transfer described in clause (1), (2)
or (3) above, it shall be a condition to the transfer that (A) the transferee
executes and delivers to the Parent, not later than one business day prior to
such transfer, a written agreement, in substantially the form of this agreement
(it being understood that any references to "immediate family" in the agreement
executed by such transferee shall expressly refer only to the immediate family
of the undersigned and not to the immediate family of the transferee), and
otherwise reasonably satisfactory in form and substance to Parent, and (B) if
the undersigned is required to file a report under Section 16(a) of the
Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial
ownership of the Relevant Securities or any securities convertible into or
exercisable or exchangeable for the Relevant Securities during the Lock-Up
Period, the undersigned shall include a statement in such report to the effect
that, in the case of any transfer pursuant to clause (1) above, such transfer is
being made as a gift or by will or intestate succession or, in the case of any
transfer pursuant to clause (2) above, such transfer is being made to a
shareholder, partner or member of, or owner of a similar equity interest in, the
undersigned and is not a transfer for value or, in the case of any transfer
pursuant to clause (3) above, such transfer is being made either (a) in
connection with the sale or other bona fide transfer in a single transaction of
all or substantially all of the undersigned's capital stock, partnership
interests, membership interests or other similar equity interests, as the case
may be, or all or substantially all of the undersigned's assets or (b) to
another corporation, partnership, limited liability company or other business
entity that is an affiliate of the undersigned and such transfer is not for
value. For purposes of this paragraph, "immediate family" shall mean a spouse,
child, grandchild or other lineal descendant (including by adoption), father,
mother, brother or sister of the undersigned; and "affiliate" shall have the
meaning set forth in Rule 405 under the Securities Act of 1933, as amended.
The undersigned shall not be subject to any of the foregoing restrictions in
this Agreement unless and until all officers, directors and 1% or greater
securityholders of PharmAthene, Inc. calculated on a fully diluted basis
immediately prior to the Offering ("1% or Greater Securityholders"), have
executed similar agreements. In the event that the undersigned is released early
by Parent pursuant to the terms of the this paragraph, the Parent shall notify
the undersigned concurrently with notification to such other released party.
In the event a certain percentage of the securities held by the officers,
directors and/or 1% or Greater Securityholders of the Company are released from
the restrictions set forth in agreements similar to this Agreement, the same
percentage of the securities held by the undersigned shall be immediately and
fully released from any remaining restrictions under this Agreement concurrently
therewith. In the event that the undersigned is released early pursuant to the
terms of the this paragraph, the Parent shall notify the undersigned
concurrently with notification to such other released party.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Agreement and that this Agreement
constitutes the legal, valid and binding obligation of the undersigned,
enforceable in accordance with its terms. Upon request, the undersigned will
execute any additional documents necessary in connection with enforcement
hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date first written above.
[Remainder of Page Intentionally Blank]
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to the conflicts of laws principles
thereof. Delivery of a signed copy of this letter by facsimile transmission
shall be effective as delivery of the original hereof.
Very truly yours,
RIVERVIEW GROUP LLC
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: Co-President
