Exhibit 10.9
TRANSFER AGENT AND REGISTRAR
AGREEMENT
This Transfer Agent and Registrar
Agreement (this “Agreement”) is entered into as of
the day
of
, 2006, by and between Oracle Healthcare Acquisition Corp., a
Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company.
WHEREAS, the Company’s
Registration Statement on Form S-1, No. 333-128748 (as amended from
time to time), for its initial public offering (“IPO”)
of its securities has been declared effective by the Securities and
Exchange Commission; and
WHEREAS, in connection with its IPO,
the Company desires to enter into this Agreement for the purpose of
appointing Continental Stock Transfer & Trust Company to serve
as transfer agent and registrar (the “Transfer Agent and
Registrar”) of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), warrants to
purchase one share of Common Stock at an exercise price of $6.00
per share (the “Warrants”) and units (the
“Units”), each such Unit being comprised of one share
of Common Stock and one Warrant (such Units, the Common Stock and
Warrants are hereinafter referred to collectively as the
“Securities.”); and
WHEREAS, all acts and things have
been done and performed which are necessary to authorize the
execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
I.
The Transfer Agent and Registrar be and hereby is authorized to
issue, register and countersign certificates of said Securities in
such names and for such numbers of shares up to the full amount of
such Securities which are authorized but unissued and to deliver
such certificates and/or book entry positions as may be directed by
resolution of the Board of Directors or by written order of the
President and Secretary and an opinion of counsel in form and
substance satisfactory to it and such other documentation as it may
reasonably require.
II.
The Transfer Agent and Registrar be and hereby is authorized to
accept for transfer and registration any outstanding certificates
and/or book entry positions of said Securities properly endorsed
and stamped as required by law, and to issue and countersign new
certificates for a like number of shares or equivalent units of the
same class of Securities in place thereof and to deliver such new
certificates.
III.
The Transfer Agent and Registrar may use its own judgment in
matters affecting its duties hereunder and shall be liable only for
its own gross negligence or willful misconduct. The Company
shall indemnify and hold harmless the Transfer Agent and Registrar
for each act done by it in good faith in reliance upon any
instrument or certificate representing the Securities believed by
it to be genuine and to be signed, countersigned or executed by any
person or persons authorized to sign, countersign or execute the
same.
IV.
Any certificates of the said Securities issued, registered and
countersigned by the Transfer Agent and Registrar shall bear the
actual or facsimile signature of the present or any future
President or Secretary and the actual or facsimile seal of the
Company. Should any such officer die, resign or be removed
from office prior to the issuance of any certificates representing
the Securities which bear his signature, the Transfer Agent and
Registrar may continue, until written notice to the contrary is
received, to issue and register such certificates as and for the
certificates representing the Securities notwithstanding such
death, resignation or removal, and such certificated Securities
when issued shall continue to be and to constitute valid
certificates representing the Securities.
V.
The Transfer Agent and Registrar shall issue and register a new
certificate or certificates of said Securities in lieu of lost,
destroyed, stolen certificate or certificates representing such
Securities upon the order of the Company, evidenced by a certified
copy of a resolution of the Board of Directors, or written
acknowledgement or direction of the President or Vice-President or
Secretary or Treasurer, and upon the giving of a bond satisfactory
to the Transfer Agent and Registrar, protecting it and the Company
from any loss.
VI.
The Transfer Agent and Registrar is authorized and directed to open
and maintain such ledgers and other books and to keep such records
as may be required or deemed advisable in the performance of its
agency.
VII.
This appointment and the authorizations in this Agreement shall
cover and include any additional shares of said class or additional
classes of securities which may hereafter be authorized and issued
by the Company.
VIII.
When certificates representing the Securities shall be presented to
it for transfer and registration, the Transfer Agent and Registrar
is hereby authorized to refuse to transfer and register the same
until it is satisfied that the requested transfer is legally in
order. The Company shall indemnify and hold harmless the
Transfer Agent and Registrar, and the Transfer Agent and Registrar
shall incur no liability for the refusal, in good faith, to make
transfers which it, in its judgment, deems improper or
unauthorized. The Transfer Agent and Registrar may rely upon
the Uniform Commercial Code and generally accepted industry
practice in effecting transfers, or delaying or refusing to effect
transfers. If, on a transfer of a restricted item, the
Company counsel fails to issue an opinion or to provide adequate
reasons therefor within ten business days of a request to do
so,
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