HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
The undersigned, Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
Agreement made as of ___________, 2005 between HEALTHCARE ACQUISITION CORP., a Delaware corporation, with offices at 2116 Financial Center, 666 Walnut Street, Des Moines, Iowa 50309 (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Healthcare Acquisition Corp • June 10th, 2005 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) ______________, 2006 AND (II) THE CONSUMMATION BY HEALTHCARE ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON _____________, 2010.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
This Agreement is made as of ___________, 2005 by and between HEALTHCARE ACQUISITION CORP. (the "Company") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Trustee").
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2005 (the "Agreement"), by and among HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Company"), JOHN PAPPAJOHN, DERACE L. SCHAFFER, M.D. AND MATTHEW P. KINLEY (collectively the "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Escrow Agent").
Date] Maxim Group LLCHealthcare Acquisition Corp • June 10th, 2005 • Blank checks
