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
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Re:
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Healthcare
Acquisition Partners Corp. Initial Public Offering – Letter
Agreement
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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. In
the event that the Company fails to consummate a Business
Combination within 18 months from the Effective Date of the
registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the
undersigned agrees to indemnify and hold harmless the Company
against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or
any claim whatsoever) to which the Company may become subject as a
result of any claim by any vendor that is owed money by the Company
for services rendered or products sold or any claims of any
prospective target with which the Company entered into a written
letter of intent, confidentiality or non-disclosure agreement with
respect to a failed Business Combination with such prospective
target but only to the extent necessary to ensure that such loss,
liability, claim, damage or expense does not reduce the amount in
the Trust Account.
3. 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 ri
