Exhibit 10.9
[FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY
AND BETWEEN THE
REGISTRANT AND MEMBERS OF MANAGEMENT OTHER THAN
THE INITIAL
STOCKHOLDERS]
,
2006
HEALTHCARE ACQUISITION PARTNERS
CORP.
350 Madison Avenue
New York, NY 10017
Re: Healthcare Acquisition Partners
Corp. Initial Public Offering – Letter Agreement
Dear Ladies and
Gentlemen:
This letter is being delivered to
you in accordance with the Underwriting Agreement (the “
Underwriting Agreement ”) entered into by and
between Healthcare Acquisition Partners Corp., a Delaware
corporation (the “ Company ”), and FTN
Midwest Securities Corp., as Representative (the “
Representative ”) of the Underwriters named in
Schedule I thereto (the “ Underwriters
”), relating to an underwritten initial public offering (the
“ IPO ”) of the Company’s units
(the “ Units ”), each comprised of one
share of the Company’s common stock, par value $0.0001 per
share (the “ Common Stock ”), and two
warrants, each being exercisable for one share of Common Stock
(each, a “ Warrant ”). The capitalized
terms set forth on Schedule 1 attached hereto are hereby
incorporated by reference herein.
In order to induce the Company and
the Underwriters to enter into the Underwriting Agreement and to
proceed with the IPO and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
undersigned hereby agrees with the Company as follows:
1. The
undersigned agrees not to acquire any IPO Shares prior to the
completion of a Business Combination.
2. The
undersigned represents and warrants that (i) the biographical
information furnished to the Company and the Representative and
attached hereto as Exhibit A is true and accurate in all
respects (other than de minimis errors or omissions), does not omit
any material information with respect to the undersigned’s
background during the previous five years and contains all of the
information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act of 1933, as
amended, (ii) the questionnaires furnished by the undersigned
to the Company and the Representative are true and accurate in all
respects (other than de minimis errors or omissions), and
(ii) the undersigned has full right and power, without
violating any agreement by which the undersigned is bound, to enter
into this letter agreement and to serve as [
] [and ] [ a member of the Board of Directors ] of
the Company. The undersigned further represents and warrants
that:
(a) The undersigned is not subject to or a
respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in
any jurisdiction;
(b) The undersigned has never been convicted of or
pleaded guilty to any crime (i) involving any fraud or
(ii) relating to any financial transaction or ha
