0000950137-07-015749 Sample Contracts

ACKNOWLEDGEMENT AND AGREEMENT REGARDING STOCK PURCHASE AGREEMENT AND GUARANTY
Stock Purchase Agreement • October 19th, 2007 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS ACKNOWLEDGEMENT AND AGREEMENT (this “Agreement”) dated as of October 8, 2007 by and among I-Flow Corporation, a Delaware corporation (the “Seller”), InfuSystem, Inc., a California corporation (the “Company”), HAPC, Inc., a Delaware corporation (the “Buyer”), Iceland Acquisition Subsidiary, Inc., a Delaware corporation (the “Acquisition Sub”), Sean D. McDevitt and Philip B. Harris (collectively, the “Guarantors”) is entered into with reference to the following:

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SECOND FORM OF SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 19th, 2007 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

The undersigned Seller and Buyer have entered into this Share Purchase Agreement dated as of October 18, 2007 for Seller’s sale of shares of common stock of HAPC, Inc. to Buyer.

FORM OF SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 19th, 2007 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

The undersigned Seller and Buyer have entered into this Share Purchase Agreement dated as of October 18, 2007 for Seller’s sale of shares of common stock of HAPC, Inc. to Buyer.

FURTHER AGREEMENT REGARDING PROJECT ICELAND
Further Agreement • October 19th, 2007 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS FURTHER AGREEMENT REGARDING PROJECT ICELAND (this “Agreement”) dated as of October 17, 2007 by and among I-Flow Corporation, a Delaware corporation (the “Seller”), InfuSystem, Inc., a California corporation (the “Company”), HAPC, Inc., a Delaware corporation (the “Buyer”) and Iceland Acquisition Subsidiary, Inc., a Delaware corporation (the “Acquisition Sub”), is entered into with reference to the following:

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