____________ __, 2007
	 

	 
		Highlands Acquisition Corp.
	 

	 
		One Paragon Drive, Suite 125
	 

	 
		Montvale, New Jersey 07645
	 

	 
		Citigroup Global Markets Inc.
	 

	 
		As Representative of the Several
		Underwriters
	 

	 
		388 Greenwich Street
	 

	 
		New York, New York 10013
	 

	 
			
				
				   
				

			 	
				
				  Re:
				

			 	
				
				  Initial Public
				  Offering
				

			 

 

	 
		Gentlemen:
	 

	 
		This letter is being delivered to you in
		accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Highlands
		Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as
		Representative (the “Representative”) of the several 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 one warrant
		exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are
		defined in Section 17 hereof. 
	 

	 
		In order to induce the Company and the
		Underwriters to enter into the Underwriting Agreement and to proceed with the
		IPO, and in recognition of the benefit that such IPO will confer upon the
		undersigned as a stockholder of the Company, 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. If the Company solicits approval of its
		stockholders of a Business Combination, the undersigned will (i) vote all
		shares of Founders’ Common Stock included in the Founders’ Units
		beneficially owned by him, her or it in accordance with the majority of the
		votes cast by the holders of the IPO Shares and in favor of an amendment to the
		Company's Amended & Restated Certificate of Incorporation to provide for
		the Company's perpetual existence and (ii) vote all other shares of the
		Company’s Common Stock that may be acquired by him, her or it in the IPO
		or in the aftermarket in favor of such Business Combination. 
	 

	 
		 
	 



	 
	 

	 

	 
		2. In the event that the Company fails to
		consummate a Business Combination within 24 months from the effective date
		(“Effective Date”) of the registration statement
		relating to the IPO, the undersigned will, as promptly as possible, (i) cause
		the Trust Account to be liquidated and distributed to the holders of IPO Shares
		and (ii) cause the Company to liquidate as soon as reasonably practicable. The
		undersigned hereby waives any and all right, title, interest or claim of any
		kind in or to any distribution of the Trust Account and any remaining net
		assets of the Company as a result of such liquidation with respect to his
		shares of Founders’ Common Stock (“Claim”) and
		hereby waives any Claim the undersigned may have in the future as a result of,
		or arising out of, any contracts or agreements with the Company and will not
		seek recourse against the Trust Account for any reason whatsoever; provided,
		however, that in the event that the Company fails to consummate a Business
		Combination and the Trust Account is liquidated and distributed, nothing herein
		shall prevent the undersigned from participating in the Trust Account pro rata
		with the Company’s public stockholders with respect to any shares of
		Common Stock purchased by the undersigned as part of the IPO or in the
		aftermarket. In the event of the liquidation of the Trust Account, Ivy Capital
		Partners, of which the undersigned is co-founder, agrees, jointly and severally
		with Kanders & Company, Inc., 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 or other person who
		is owed money by the Company for services rendered or products sold or
		contracted for, or by any target business, but only to the extent necessary to
		ensure that such loss, liability, claim, damage or expense does not reduce the
		amount of funds in the Trust Account and only if such a vendor or prospective
		target business does not execute a valid and enforceable agreement waiving any
		claims against the Trust Account. The undersigned acknowledges and agrees that
		there will be no distribution from the Trust Account with respect to any
		warrants, all rights of which will terminate on the Company’s
		liquidation.
	 

	 
		3. In order to minimize potential conflicts
		of interest which may arise from multiple affiliations, the undersigned has
		agreed, until the earliest of the Company's consummation of a Business
		Combination, the liquidation of the Company or until such time as the
		undersigned ceases to be an officer or director of the Company, to present to
		the Company for its consideration, prior to presentation to any other person or
		entity, any business opportunity to acquire a privately held operating
		business, if, and only if (i) the target entity has a fair market value between
		80% of the balance in the Trust Account (excluding deferred underwriting
		discounts and commissions) and $500 million, the target entity's principal
		business operations are in the healthcare industry and the opportunity is to
		acquire substantially all of the assets or 50.1% or greater of the voting
		securities of the target entity or (ii) the target entity's principal business
		operations are outside of the healthcare industry and the opportunity to
		acquire such target entity is presented by a third party to the undersigned
		expressly for consideration by the Company. With respect to all business
		opportunities, including those described in clause (i), but excluding those
		described in clause (ii) above, the obligation of the undersigned to present a
		business opportunity to the Company which may be reasonably required to be
		presented to the Company under Delaware law is subject to any pre-existing
		fiduciary or other obligations the undersigned may owe to another entity. The
		Board of Directors of the Company has adopted resolutions ("Resolutions")
		renouncing any interest in or expectancy to be presented any business
		opportunity outside of those described in clauses (i) and (ii) above (as
		qualified by the immediately preceding sentence) that comes to the attention of
		any of the Company's officers or non-independent directors, including the
		undersigned. Neither this section nor the Resolutions may be amended or
		rescinded in any way except upon prior approval by the holders of a majority of
		the Company's outstanding shares of common stock.
	 

	 
		 The undersigned understands that the
		Company may effect a Business Combination with any entity and agrees that,
		during the period commencing on the closing of the IPO and extending until the
		Company has entered into a letter of intent, agreement in principle or
		definitive agreement regarding the Company’s initial Business Combination,
		he will not participate in the formation of, or become affiliated as an
		officer, director or stockholder of, any blank check company with a focus on
		target businesses in the healthcare industry.
	 

	 
		4. The undersigned acknowledges and agrees
		that the Company will not consummate any Business Combination which involves a
		company which is affiliated
	 

	 
		 
	 



	 
	 

	 

	 
		with any of the Insiders unless the Company
		obtains an opinion from an independent investment banking firm reasonably
		acceptable to the Representative that the business combination is fair to the
		Company’s stockholders from a financial perspective.
	 

	 
		5. Neither the undersigned, any member of
		the family of the undersigned, nor any affiliate of the undersigned will be
		entitled to receive and will not accept any compensation for services rendered
		to the Company prior to or in connection with the consummation of the Business
		Combination; provided, however, that commencing on the Effective Date, Ivy
		Capital Partners (“Related Party”) shall be allowed to
		charge the Company $5,000 per month, representing an allocable share of Related
		Party’s overhead, to compensate it for the Company’s use of Related
		Party’s office space, utilities and secretarial support until the earlier
		of the Company’s consummation of a Business Combination or its
		liquidation. Related Party and the undersigned shall also be entitled to
		reimbursement from the Company for their out-of-pocket expenses incurred in
		connection with seeking and consummating a Business Combination. 
	 

	 
		6. Neither the undersigned, any member of
		the family of the undersigned, nor any affiliate of the undersigned will be
		entitled to receive or accept a finder’s fee or any other compensation in
		the event the undersigned, any member of the family of the undersigned or any
		affiliate of the undersigned originates a Business Combination. 
	 

	 
		7. The undersigned will escrow all of his
		Founders’ Units (and underlying securities) until one year after the
		consummation by the Company of a Business Combination subject to the terms of
		an Escrow Agreement which the Company will enter into with the undersigned and
		an escrow agent acceptable to the Company.
	 

	 
		8. The undersigned agrees that he will not
		transfer or sell any Sponsors’ Warrants (except as set forth in the
		subscription agreement relating to such Sponsors’ Warrants) he holds until
		the Company consummates a Business Combination. The undersigned agrees that he
		will not transfer or sell any Co-Investment Units (or underlying securities)
		(except as set forth in the subscription agreement relating to such
		Co-Investment Units) until one year after the Company consummates a Business
		Combination.
	 

	 
		9. The undersigned agrees to be a Director
		of the Company until the earlier of the consummation by the Company of a
		Business Combination or the liquidation of the Company; provided that nothing
		herein shall be construed as providing a right of the undersigned to any
		position if removed by proper corporate action. The undersigned further agrees
		to sign all documents necessary or in connection with the IPO. The
		undersigned’s biographical information furnished to the Company and the
		Representative and attached hereto as Exhibit A is true and accurate in all
		respects, does
	 

	 
		 
	 



	 
	 

	 

	 
		not omit any material information with
		respect to the undersigned’s background 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. The undersigned’s NASD and
		Director and Officer Questionnaires furnished to the Company and the
		Representative and annexed as Exhibit B hereto are true and accurate in
		all respects. The undersigned represents and warrants that:
	 

	 
		(a) he 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) he has never been convicted of or
		pleaded guilty to any crime (i) involving any fraud or (ii) relating to any
		financial transaction or handling of funds of another person, or (iii)
		pertaining to any dealings in any securities and he is not currently a
		defendant in any such criminal proceeding; and
	 

	 
		(c) he has never been suspended or expelled
		from membership in any securities or commodities exchange or association or had
		a securities or commodities license or registration denied, suspended or
		revoked.
	 

	 
		10. The undersigned has full right and
		power, without violating any agreement by which he is bound, to enter into this
		letter agreement and to serve as a Director and hereby consents to being named
		in the registration statement as such.
	 

	 
		11. The undersigned hereby waives his right
		to exercise conversion rights with respect to any shares of the Company’s
		common stock owned or to be owned by the undersigned, directly or indirectly,
		and agrees that he will not seek conversion with respect to such shares in
		connection with any vote to approve a Business Combination.
	 

	 
		12. The undersigned hereby agrees to not
		propose, or vote in favor of, an amendment to the Company’s Certificate of
		Incorporation to extend the period of time in which the Company must consummate
		a Business Combination prior to its liquidation. Should such a proposal be put
		before stockholders, the undersigned hereby agrees to vote against such
		proposal except in connection with a Business Combination to give the Company
		perpetual existence. This paragraph may not be modified or amended under any
		circumstances.
	 

	 
		13. In the event that the Company does not
		consummate a Business Combination and must liquidate and its remaining net
		assets are insufficient to complete such liquidation, the Related Party agrees
		to pay such funds as are necessary to complete such liquidation and agrees not
		to seek repayment for such expenses.
	 

	 
		14. This letter agreement shall be governed
		by and construed and
	 

	 
		 
	 



	 
	 

	 

	 
		enforced in accordance with the laws of the
		State of New York, without giving effect to conflicts of law principles that
		would result in the application of the substantive laws of another
		jurisdiction. The undersigned hereby (i) agrees that any action, proceeding or
		claim arising out of or relating in any way to this letter agreement (a
		“Proceeding”) shall be brought and enforced in the
		courts of the State of New York of the United States of America for the
		Southern District of New York, and irrevocably submits to such jurisdiction,
		which jurisdiction shall be exclusive and (ii) waives any objection to such
		exclusive jurisdiction and that such courts represent an inconvenient forum.
		
	 

	 
		15. The undersigned acknowledges and
		understands that the Underwriters and the Company will rely upon the
		agreements, representations and warranties set forth herein in proceeding with
		the IPO. Nothing contained herein shall be deemed to render the Underwriters a
		representative of, or a fiduciary with respect to, the Company, its
		stockholders or any creditor or vendor of the Company with respect to the
		subject matter hereof. 
	 

	 
		16. This letter agreement shall be binding
		on the undersigned and such person’s respective successors, heirs,
		personal representatives and assigns. This letter agreement shall terminate on
		the earlier of (i) the expiration of the longest applicable lock-up period
		and (ii) the liquidation of the Company; provided, that
		such termination shall not relieve the undersigned from liability for any
		breach of this agreement prior to its termination and that the indemnity
		provisions of Section 2 shall survive such liquidation. 
	 

	 
		17. As used herein, (i) a
		“Business Combination” shall mean a merger, capital
		stock exchange, asset acquisition or other similar business combination with an
		operating business; (ii) “Insiders” shall mean all
		officers, directors and stockholders of the Company immediately prior to the
		IPO; (iii) “Founders’ Common Stock” shall mean all
		of the shares of Common Stock of the Company included in the Founders’
		Units acquired by an Insider prior to the IPO; (iv) “Founders’
		Units” shall mean all of the units acquired by an Insider prior to
		the IPO; (v) “IPO Shares” shall mean the shares of
		Common Stock issued in the Company’s IPO; (vi) “Sponsors’
		Warrants” shall mean the warrants that are being sold privately by
		the Company simultaneously with the consummation of the IPO; (vii)
		“Co-Investment Units” shall mean the units that will be
		sold privately by the Company in connection with its Business Combination; and
		(viii) “Trust Account” shall mean the Trust Account
		into which a portion of the net proceeds of the Company’s IPO will be
		deposited.
	 

	 
		18. The undersigned authorizes any employer,
		financial institution or consumer credit reporting agency to release to the
		Representative and its legal representatives or agents (including any
		investigative search firm retained by the Representative) any information they
		may have about the undersigned’s background and finances
		(“Information”), purely for the purposes of the
		Company’s IPO (and shall
	 

	 
		 
	 



	 
	 

	 

	 
		thereafter hold such information
		confidential). Neither the Representative nor its agents shall be violating the
		undersigned’s right of privacy in any manner in requesting and obtaining
		the Information and the undersigned hereby releases them from liability for any
		damage whatsoever in that connection.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Russell F. Warren,
				  Jr.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Print Name of Insider
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Signature