AMENDMENT NO. 1
TO
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (the "Amendment") to the Investment Management
Trust Agreement (the "Agreement") dated August 3, 2005, is made as of October
__, 2005 by and between HEALTHCARE ACQUISITION CORP. (the "Company") and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Trustee"). Any terms used
herein but not defined shall have the meaning set forth in the Agreement.
WHEREAS, the Company's Registration Statement on Form S-1, File No.
333-124712 for its initial public offering of securities (the "IPO") was
declared effective as of July 28, 2005 by the Securities and Exchange
Commission; and
WHEREAS, the funds received by the Company in the IPO, including funds
received upon exercise of a portion of the underwriters' overallotment option,
have been deposited in a trust account managed by the Trustee; and
WHEREAS, the Company and the Trustee desire to enter into this
Amendment to clarify certain terms and conditions pursuant to which the Trustee
shall hold and invest the Property;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
The term "Government Security.", wherever used in the Agreement, shall
be replaced by the term "Permitted Security." As used herein, Permitted Security
means (i) any Treasury Xxxx issued by the United States, having a maturity of
one hundred and eighty days or less, or (ii) as determined by the Company in its
sole discretion, any money market fund meeting the requirements of a "cash item"
as set forth in Section 3(a)(1)(C) of the Investment Company Act of 1940, as
amended, and any regulations, no-action letters, exemptive orders or
interpretations promulgated thereunder.
The Agreement shall otherwise remain in full force and effect.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:
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Name:
Title:
HEALTHCARE ACQUISITION CORP.
By:
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Name:
Title:
MAXIM GROUP, LLC, as representative of the
Underwriters, pursuant to Section 5(c) of the Agreement
By:
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Name:
Title:
