0001193125-05-201894 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT TO BE ENTERED INTO BY AND AMONG THE REGISTRANT AND THE INITIAL STOCKHOLDER] REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2005 • Healthcare Acquisition Partners Corp. • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among: Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”); and Healthcare Acquisition Partners Holdings, LLC (the “Insider”).

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Administrative Services Agreement] HEALTHCARE ACQUISITION PARTNERS CORP.
Healthcare Acquisition Partners Corp. • October 14th, 2005
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND THE INITIAL STOCKHOLDER]
Letter Agreement • October 14th, 2005 • Healthcare Acquisition Partners Corp. • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”), and FTN Midwest Securities Corp., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), 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 two warrants, each being exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.

Form of Agreement with respect to Business Opportunities]
Healthcare Acquisition Partners Corp. • October 14th, 2005
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