FORM OF REGISTRATION RIGHTS AGREEMENT TO BE ENTERED INTO BY AND AMONG THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among: Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”); and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).
TRUST ACCOUNT AGREEMENTTrust Account Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of , 2006 by and between HEALTHCARE ACQUISITION PARTNERS CORP., a Delaware corporation (the “Company”) and JPMORGAN CHASE BANK, N.A., a national banking association, as account agent (the “Account Agent”).
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS]Letter Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • 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 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 Lock-up Agreement for Directors and Officers pursuant to Section 5(i)Lock-Up Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks
HEALTHCARE ACQUISITION PARTNERS CORP. (a Delaware Corporation) 16,666,667 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York
Administrative Services Agreement] HEALTHCARE ACQUISITION PARTNERS CORP.Administrative Services Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks
FTN Midwest Securities Corp.Warrant Purchase Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks
December 30, 2005 Mr. Sean McDevitt Dear Mr. McDevitt:Indemnification & Liability • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks
This Letter Agreement confirms the arrangements that have been agreed upon in connection with your position with Healthcare Acquisition Partners Corp. (the “Company”):
