Exhibit 10.6
Form of Lock-up Agreement for
Directors and Officers pursuant to
Section 5(i)
FTN MIDWEST SECURITIES CORP.
as Representative of the
several Underwriters
350 Madison Avenue, 20 th Floor
New York, New York 10017
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Re:
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Proposed Public
Offering by Healthcare Acquisition Partners Corp.
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Dear Sirs:
The undersigned, an officer and/or
director of Healthcare Acquisition Partners Corp., a Delaware
corporation (the “Company”), and the owner of
shares of common stock (the “Shares”) of the Company,
understands that FTN Midwest Securities Corp. (the
“Representative”), proposes to enter into an
Underwriting Agreement with the Company with respect to the
proposed consummation of a public offering of shares common stock,
$0.0001 par value, of the Company (the “Common Stock”).
In recognition of the benefit that such an offering will confer
upon the undersigned as the owner of the Shares and an officer
and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with the Representative that,
during a period commencing on the date hereof and ending on the
date six months after the date of the consummation of a business
combination by the Company conforming to the requirements set forth
in the registration statement on Form S-1 filed on October 14,
2005, as amended (the “Registration Statement”), by the
Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Act”), the
undersigned will not, directly or indirectly, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any
shares of Common Stock, or any securities convertible into or
exchangeable or exercisable for shares of Common Stock, whether now
owned or hereafter acquired (including, without limitation, any
issued but not outstanding shares of Common Stock held in treasury
by the Company) by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or
file, or cause to be filed, any registration statement under the
Act with respect to any of the foregoing (collectively, the
“Lock-Up Securities”) or (ii) enter into any swap or
any other agreement or any transaction that transfers, in whole or
in part, directly or indirectly, the economic consequence of
ownership of the Lock-Up Securities, whether any such swap or
transaction is to be settled by delivery of shares of Common Stock,
options to purchase Common Stock or other securities, in cash or
otherwise.
The foregoing sentence shall not
apply to the undersigned and other persons ex
