FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2007 • Healthcare Acquisition Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ____________ ___, 2006, by and between Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and the investors signatory hereto (the “Investors”), who are also stockholders of PharmAthene, Inc., a Delaware corporation (“PAI”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • January 23rd, 2007 • Healthcare Acquisition Corp • Blank checks • Delaware
This Note Exchange Agreement (this “Agreement”), dated as of ●, 2007, is made by and among PharmAthene, Inc., a Delaware corporation previously known as Healthcare Acquisition Corp. (the “Company”) and the holders identified on Annex I (together with their respective successors and assigns, the “Holders”; the Holders are each individually referred to herein as a “Holder”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 19, 2007 BY AND AMONG HEALTHCARE ACQUISITION CORP., PAI ACQUISITION CORP. AND PHARMATHENE, INC.Agreement and Plan of Merger • January 23rd, 2007 • Healthcare Acquisition Corp • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 19, 2007 (this “Agreement”), by and among Healthcare Acquisition Corp., a Delaware corporation (“Parent”), PAI Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and PharmAthene, Inc., a Delaware corporation (“Company”).
Form of Lock-Up AgreementLetter Agreement • January 23rd, 2007 • Healthcare Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to the proposed merger (the “Merger”) of PAI Acquisition Corp. (the “Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Healthcare Acquisition Corporation (the “Parent”), a Delaware corporation, with PharmAthene, Inc. (the “Company”), a Delaware corporation. The Merger is governed by the certain Agreement and Plan of Merger, dated as of January __, 2007, by and among Parent, Merger Sub and the Company (the “Merger Agreement”) and capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
