AMENDMENT TO UNIT PURCHASE OPTION
AMENDMENT
TO
This
AMENDMENT TO UNIT PURCHASE OPTION (this ‘‘Amendment’’), dated January 23, 2007,
is made by and between Healthcare Acquisition Corp. (the ‘‘Company’’)
and
the holder designated on the signature page hereof (‘‘Holder’’),
to
that certain Unit Purchase Option referred to below.
WHEREAS,
the Company issued that certain Unit Purchase Option, dated July 28, 2006 (the
‘‘Unit
Purchase Option’’),
in
connection with the Company’s initial public offering and the Holder is the
owner of the Unit Purchase Option; and
WHEREAS,
the parties hereto have agreed that the Unit Purchase Option be amended as
set
forth herein to clarify the understanding between the parties with respect
to
the terms of the Unit Purchase Option effective as of the date of its
issuance.
NOW,
THEREFORE, in consideration of the premises and of the agreements contained
herein, the parties hereto hereby agree as follows:
1. To
reflect the original intention of the parties, Section
5.3, Damages,
of the
Unit Purchase Option is and shall be amended and restated in its entirety as
follows:
“5.3 Potential
Expiration; No Obligation to Net-Cash Settle.
Notwithstanding anything to the contrary contained in this Purchase Option,
if
the Company is unable to deliver any securities pursuant to the exercise of
this
Purchase Option as a result of its inability to satisfy its registration
requirements set forth in Section 5 hereof, or an exemption from the
registration requirements of the Securities Act of 1933, as amended, does not
exist, the Purchase Option and the underlying securities may expire unexercised
or unredeemed and the Company will have no obligation to pay such registered
holder any cash or otherwise “net-cash settle” the Purchase Option or the
Warrants underlying the Purchase Option.”
2. Upon
the
due execution and delivery of this Amendment by the parties hereto, on and
after
the date hereof each reference in the Unit Purchase Option to this ‘‘Purchase
Option’’, ‘‘hereunder’’, ‘‘hereof’’, ‘‘herein’’ or words of like import
referring to the Unit Purchase Option shall mean and be a reference to the
Unit
Purchase Option, as amended hereby. Except as specifically amended above, the
Unit Purchase Option shall remain in full force and effect and is hereby
ratified and confirmed.
3. This
Amendment may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be
an
original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.
IN
WITNESS WHEREOF, the parties have executed this AMENDMENT TO UNIT PURCHASE
OPTION as of the date first set forth above.
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
President
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HOLDER
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Maxim
Partners, LLC
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By:
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/s/
Xxxxxx Xxxx
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Name:
Xxxxxx Xxxx
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Title:
Vice Chairman
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