EXHIBIT 10.4


         BOARD  REPRESENTATION  AGREEMENT,  dated as of October 12, 2007, by and
between HAPC, Inc., a Delaware corporation (the "Company") and the other persons
named on the signature pages hereto (the "GP Entities").

         WHEREAS,  as a result of certain  transactions  between the GP Entities
and various third parties,  the GP Entities may become the beneficial  owners of
4,500,000 shares of the Common Stock, par value $0.0001 per share of the Company
("Common  Stock") and  warrants  to acquire an  additional  1,666,666  shares of
Common Stock; and

         WHEREAS, due to the potential significant investment of the GP Entities
in the Company,  the Company is willing to enter into this Agreement with the GP
Entities,  which shall become  effective in  accordance  with Section 3.7 of the
Agreement.

         NOW,  THEREFORE,  in consideration  of the mutual  agreements set forth
herein, the Company and the GP Entities agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         For purposes of this Agreement,  the following terms have the following
meanings:

                  (a) "Beneficial  ownership" and "beneficially  own" shall have
the meanings set forth in Rule 13d-3 under the Exchange Act.

                  (b) "GP Representative"  means any natural person who has been
chosen in  writing,  with  notice  thereof to the  Company,  by the GP  Entities
holding beneficial ownership of Voting Securities  representing in the aggregate
a majority of the Total Voting Power held by the GP Entities.

                  (c) "Total  Voting Power"  means,  at any time,  the aggregate
number of votes which may be cast by holders of outstanding Voting Securities.

                  (d) "Voting  Securities"  means the Common Stock and any other
securities  (including  voting  preferred stock) issued by the Company which are
entitled to vote generally for the election of directors of the Company, whether
currently  outstanding or hereafter  issued (other than  securities  having such
powers only upon the occurrence of a contingency).

                                   ARTICLE 2

                              BOARD REPRESENTATION

         2.1 INITIAL  BOARD  REPRESENTATION.  Upon the execution and delivery of
this  Agreement,  the Company  will (a) take such action as may be  necessary to
increase  the size of the  Board of  Directors  of the  Company  (the  "Board of
Directors")  by one, and (b) use its best  efforts to cause the vacancy  thereby
created to be filled with a director  designated by the GP  Representative  (the
"GP Director").


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         2.2 CONTINUING BOARD REPRESENTATION. Until such time as the GP Entities
no longer  beneficially own Voting  Securities  representing in the aggregate at
least 10% of the Total Voting Power, the Company covenants and agrees to use its
best efforts to cause the Nominating  Committee (or if the Nominating  Committee
makes no such recommendation,  the Board of Directors) to recommend for election
each year,  one GP Director as  designated by the GP  Representative;  PROVIDED,
that if  despite  such best  efforts,  such GP  Director  is not  elected by the
stockholders of the Company, the Company shall have no further obligations under
this Section 2.2 for the applicable year.

         2.3 COMMITTEE  REPRESENTATION;  SUBSIDIARY  BOARD  REPRESENTATION.  (a)
Until such time as the GP Entities no longer  beneficially own Voting Securities
representing  in the  aggregate  at least 10% of the  Total  Voting  Power,  the
Company  shall use its best efforts to cause the Board of Directors to designate
the GP Director to serve on  committees  of the Board of  Directors  to the same
extent, and on the same basis, as the other members of the Board of Directors.

                  (b) Until such time as the GP Entities no longer  beneficially
own Voting  Securities  representing  in the aggregate at least 10% of the Total
Voting Power,  the Company shall, at the election of the GP Director,  cause the
GP Director to be a member of the Board of each subsidiary of the Company.

         2.4 VACANCIES. In the event that a GP Director for any reason ceases to
serve as a member of the Board of Directors during his or her term of office and
at such  time  the GP  Representative  would  have the  right  to a  designation
hereunder  if an election  for the  resulting  vacancy  were to be held,  the GP
Representative  shall  designate  an  individual  to fill such  vacancy  and the
Company  shall use its best  efforts to cause such  vacancy to be filled by such
designee.

         2.5 RESIGNATION. In the event that the percentage of Total Voting Power
represented by the Voting Securities  beneficially owned in the aggregate by the
GP Entities at any time decreases  below 10%, the GP Entities shall cause the GP
Director to resign from the Board of Directors and the boards of any subsidiary.

         2.6 FIDUCIARY DUTIES.  The obligations of the Company set forth in this
Agreement are subject to the fiduciary  duties of the Board of Directors and the
Nominating Committee, if any, to the Company's  stockholders.  Nothing contained
herein shall  require any  director of the Company to breach any such  fiduciary
duty.

         2.7 NO DUTY TO DESIGNATE;  OBSERVER RIGHTS.  Nothing  contained in this
Agreement  shall be construed as requiring  the GP Entities to designate  any GP
Directors  or,  once  designated  and  elected,  to require  any GP  Director to
continue  to serve in office if such GP  Director  elects to resign.  Until such
time  as  the  GP  Entities  no  longer   beneficially  own  Voting   Securities
representing  in the  aggregate at least 10% of the Total Voting  Power,  in the
event of any vacancy  created by the  resignation or removal of a GP Director or
the  failure  of  the GP  Representative  to  designate  a GP  Director,  the GP
Representative,  or the designee thereof, shall have the right to receive at the
same  notice  as  received  by the  members  of the Board of  Directors,  and to
participate in as an observer,  each meeting of the Board of Directors or of any
committee thereof.


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                                    ARTICLE 3

                                  MISCELLANEOUS

         3.1  NOTICES.  All  notices,  requests  and other  communications  with
respect to this  Agreement  must be in  writing  and will be deemed to have been
duly given only if delivered  personally against written receipt or by facsimile
transmission  or  mailed  (by  registered  or  certified  mail,  return  receipt
requested) or by reputable overnight courier,  fee prepaid to the parties at the
following addresses or facsimile numbers:

                  if to the Company:

                  HAPC, INC.
                  350 Madison Avenue, 20th Floor
                  New York, New York 10017
                  Facsimile: (212) 418-5081
                  Attn: CEO

                  if to the GP entities,  the address set forth on the signature
                  page hereto.

         3.2  AMENDMENTS.  This  Agreement  may  not  be  amended,  modified  or
supplemented in any manner, whether by course of conduct or otherwise, except by
an instrument in writing signed on behalf of each party

         3.3 WAIVER. No failure or delay of any party in exercising any right or
remedy  hereunder  shall  operate as a waiver  thereof,  nor shall any single or
partial   exercise  of  any  such  right  or  power,   or  any   abandonment  or
discontinuance  of steps to  enforce  such  right or  power,  or any  course  of
conduct,  preclude any other or further  exercise thereof or the exercise of any
other right or power.  Any agreement on the part of any party to any such waiver
shall be valid only if set forth in a written instrument  executed and delivered
by a duly authorized officer on behalf of such party.

         3.4 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations under this Agreement may be assigned or delegated, in whole or in
part, by operation of law or  otherwise,  by any party without the prior written
consent of the other parties, and any such assignment without such prior written
consent shall be null and void.

         3.5 ENTIRE AGREEMENT.  This Agreement embodies the entire agreement and
understanding among the parties hereto relating to the subject matter hereof and
supersedes  any prior  agreements  or  understandings  relating to such  subject
matter.

         3.6  GOVERNING  LAW. This  Agreement and all disputes or  controversies
arising out of or relating to this  Agreement or the  transactions  contemplated
hereby,  shall be governed by, and  construed in accordance  with,  the internal
laws  of the  State  of New  York,  without  regard  to the  laws  of any  other
jurisdiction  that might be applied  because of the conflicts of laws principles
of the State of New York.


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         3.7 EFFECTIVE DATE. This Agreement shall only become effective upon the
"Closing Date" of that certain Letter  Agreement,  dated as of October 12, 2007,
between you and certain other  stockholders  of the Company  attached  hereto as
Exhibit A.


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         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first above written.

                                       HAPC, INC.


                                       By: /s/ Pat Lavecchia
                                           ------------------------------------
                                       Name:  Pat Lavecchia
                                       Title: Secretary


                                       GP Entities:

                                       GREAT POINT PARTNERS, LLC

                                       By: /s/ Kevin Xie
                                           ------------------------------------
                                       Name:  Kevin Xie
                                       Title: Principal

                                       Address: Great Point Partners, LLC
                                                165 Mason Street, 3rd Floor
                                                Greenwich, CT 06830
                                       Fax:  203-971-3320


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                                    Exhibit A

See Exhibit 10.1 to the Company's Schedule 13D, filed on October 25, 2007.