AMENDMENT NO. 1
TO
UNDERWRITING AGREEMENT
This Amendment No. 1 (the "Amendment") to the Underwriting
Agreement
(the "Agreement")
dated July 28, 2005, is made as of March 20,
2006 by and
between HEALTHCARE ACQUISITION CORP. (the "Corporation") and MAXIM
GROUP LLC, as
representative of the underwriters (the "Representative"). Any
terms used herein
but not defined shall have the meaning set forth in the
Agreement.
WHEREAS, the Corporation and the Representative desire to enter
into
this Amendment
to clarify the enforceability of certain provisions the
Corporation's amended and restated charter (the "Charter");
NOW,
THEREFORE,
in consideration of
the mutual agreements
herein
contained, the parties hereto agree as follows:
1. The following
provisions (A) through
(E) shall apply during the
period
commencing from
the filing of Charter and terminating upon the
consummation of any "Business Combination", and may not be amended prior to
the
consummation of any Business Combination. A "Business Combination" shall mean
the acquisition by the Corporation, whether by merger, capital stock exchange,
asset or stock acquisition or other similar type of transaction, of
assets or an
operating business in the healthcare industry ("Target
Business").
A. Prior to the consummation of any Business Combination, the
Corporation shall
submit such Business
Combination
to its stockholders for
approval regardless
of whether
the Business Combination is of a type which
normally would require
such stockholder
approval under the GCL. In the event
that a majority of the IPO Shares (defined below) cast at the
meeting to approve
the Business
Combination
are voted for the approval of such Business
Combination, the
Corporation
shall be authorized
to consummate
the Business
Combination; provided
that the Corporation
shall not consummate any Business
Combination if 20% or
more in interest of
the holders of IPO
Shares exercise
their conversion rights described in paragraph B below.
B. In the event that a Business Combination is approved in
accordance with the above paragraph A and is consummated by the
Corporation, any
stockholder of the
Corporation
holding shares of Common Stock ("IPO
Shares")
issued in the
Corporation's initial
public offering
("IPO") of securities who
voted against the
Business Combination
may, contemporaneous with such vote,
demand that the
Corporation convert
his IPO Shares into cash. If so demanded,
the Corporation shall
convert such shares at a per share conversion price equal
to the quotient
determined
by dividing (i) the amount in the Trust Fund
(as
defined below), inclusive of any interest thereon, calculated as of
two business
days prior to the proposed consummation of the Business
Combination, by (ii) the
total number
of IPO Shares. "Trust Fund" shall mean t
