INVESTMENT MANAGEMENT TRUST
		AGREEMENT
	 

	 
		This Agreement is made as of ___________,
		2007 by and between Highlands Acquisition Corp. (the “Company”) and
		Continental Stock Transfer & Trust Company (“Trustee”).
	 

	 
		WHEREAS, the Company’s registration
		statement on Form S-1, No. 333-143599 (“Registration
		Statement”), for its initial public offering of securities
		(“IPO”) has been declared effective as of the date hereof
		(“Effective Date”) by the Securities and Exchange Commission
		(capitalized terms used herein and not otherwise defined shall have the
		meanings set forth in the Registration Statement); and 
	 

	 
		WHEREAS, Citigroup Global Markets Inc.
		(“Citigroup”) is acting as the representative of the underwriters in
		the IPO; and
	 

	 
		WHEREAS, as described in the Registration
		Statement, and in accordance with the Company’s Amended and Restated
		Certificate of Incorporation, $98,250,000 of the gross proceeds of the IPO and
		sale of the Sponsors’ Warrants (or $112,650,000 if the underwriters’
		over-allotment option is exercised in full) will be delivered to the Trustee to
		be deposited and held in a trust account for the benefit of the Company and the
		holders of the Company’s common stock, par value $.0001 per share, issued
		in the IPO as hereinafter provided (the amount to be delivered to the Trustee
		will be referred to herein as the “Property”, the stockholders for
		whose benefit the Trustee shall hold the Property will be referred to as the
		“Public Stockholders,” and the Public Stockholders and the Company
		will be referred to together as the “Beneficiaries”); and 
	 

	 
		WHEREAS, the Company and the Trustee desire
		to enter into this Agreement to set forth the terms and conditions pursuant to
		which the Trustee shall hold the Property;
	 

	 
		IT IS AGREED:
	 

	 
		1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
	 

	 
		(a) Hold the Property in trust for the
		Beneficiaries in accordance with the terms of this Agreement in a segregated
		trust account (“Trust Account”) established by the Trustee; 
	 

	 
		(b) Manage, supervise and administer the
		Trust Account subject to the terms and conditions set forth herein;
	 

	 
		(c) In a timely manner, upon the instruction
		of the Company, to invest and reinvest the Property in United States
		“government securities” within the meaning of Section 2(a)(16) of the
		Investment Company Act of 1940 having a maturity of 180 days or less, and/or in
		any open ended investment company registered under the Investment Company Act
		of 1940 that holds itself out as a money market fund selected by the Company
		meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
		promulgated under the Investment Company Act of 1940, as determined by the
		Company;
	 

	 
		(d) Collect and receive, when due, all
		principal and income arising from the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		Property, which shall become part of the
		“Property,” as such term is used herein;
	 

	 
		(e) Notify the Company and Citigroup of all
		communications received by it with respect to any Property requiring action by
		the Company;
	 

	 
		(f) Supply any necessary information or
		documents as may be requested by the Company in connection with the
		Company’s preparation of the tax returns for the Trust Account;
	 

	 
		(g) Participate in any plan or proceeding
		for protecting or enforcing any right or interest arising from the Property if,
		as and when instructed by the Company and/or Citigroup to do so;
	 

	 
		(h) Render to the Company and to Citigroup,
		and to such other person as the Company may instruct, monthly written
		statements of the activities of and amounts in the Trust Account reflecting all
		receipts and disbursements of the Trust Account; and
	 

	 
		(i) Commence liquidation of the Trust
		Account only after and promptly after receipt of, and only in accordance with,
		the terms of a letter (“Termination Letter”), in a form
		substantially similar to that attached hereto as either Exhibit A or
		Exhibit B hereto, signed on behalf of the Company by its Chief Executive
		Officer or Chairman of the Board and Secretary or Assistant Secretary or other
		authorized officer of the Company, and complete the liquidation of the Trust
		Account and distribute the Property in the Trust Account only as directed in
		the Termination Letter and the other documents referred to therein;
		provided, however, that in the event that a Termination Letter has not
		been received by the Trustee by the 24-month anniversary of the effective date
		of the Registration Statement (“Last Date”), the Trust Account shall
		be liquidated in accordance with the procedures set forth in the Termination
		Letter attached as Exhibit B hereto and distributed to the stockholders of
		record on the Last Date. In all cases, the Trustee shall provide Citigroup with
		a copy of any Termination Letters and/or any other correspondence that it
		receives with respect to any proposed withdrawal from the Trust Account
		promptly after it receives same. The provisions of this Section 1(i) may not be
		modified, amended or deleted under any circumstances.
	 

	 
		2. Limited Distributions of Income from Trust
		Account. 
	 

	 
		(a) Upon written request from the Company,
		which may be given from time to time in a form substantially similar to that
		attached hereto as Exhibit C, the Trustee shall distribute to the Company the
		amount requested by the Company to cover any tax obligation owed by the Company
		as a result of interest or other income earned on the funds held in the Trust
		Account or otherwise;
	 

	 
		(b) Upon written request from the Company,
		which may be given from time to time in a form substantially similar to that
		attached hereto as Exhibit D, the Trustee shall distribute to the Company the
		amount requested by the Company to cover expenses related to administrative
		expenses, investigating and selecting a target business and other working
		capital requirements; provided, however, that the aggregate amount of all such
		distributions pursuant to this subsection shall not exceed $1,750,000;
		and
	 

	 
		 
	 

	 
		 
	 

	 
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		(c) The limited distributions referred to in
		Sections 2(a) and 2(b) above shall be made only from interest collected on the
		Property. Except as provided in Section 2(a) and 2(b) above, no other
		distributions from the Trust Account shall be permitted except in accordance
		with Section 1(i) hereof.
	 

	 
		3. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
	 

	 
		(a) Give all instructions to the Trustee
		hereunder in writing, signed by the Company’s Chairman of the Board or
		Chief Executive Officer or other authorized officer. In addition, except with
		respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee
		shall be entitled to rely on, and shall be protected in relying on, any verbal
		or telephonic advice or instruction which it in good faith believes to be given
		by any one of the persons authorized above to give written instructions,
		provided that the Company shall promptly confirm such instructions in
		writing;
	 

	 
		(b) Hold the Trustee harmless and indemnify
		the Trustee from and against, any and all expenses, including reasonable
		counsel fees and disbursements, or loss suffered by the Trustee in connection
		with any action, suit or other proceeding brought against the Trustee involving
		any claim, or in connection with any claim or demand which in any way arises
		out of or relates to this Agreement, the services of the Trustee hereunder, or
		the Property or any income earned from investment of the Property, except for
		expenses and losses resulting from the Trustee’s gross negligence or
		willful misconduct. Promptly after the receipt by the Trustee of notice of
		demand or claim or the commencement of any action, suit or proceeding, pursuant
		to which the Trustee intends to seek indemnification under this paragraph, it
		shall notify the Company in writing of such claim (hereinafter referred to as
		the “Indemnified Claim”). The Trustee shall have the right to conduct
		and manage the defense against such Indemnified Claim, provided, that the
		Trustee shall obtain the consent of the Company with respect to the selection
		of counsel, which consent shall not be unreasonably withheld. The Trustee may
		not agree to settle any Indemnified Claim without the prior written consent of
		the Company unless such settlement includes a full release of the Company with
		respect to such Indemnified Claim. The Company may participate in such action
		with its own counsel; 
	 

	 
		(c) Pay the Trustee an initial acceptance
		fee, an annual fee and a transaction processing fee for each disbursement made
		pursuant to Section 2 as set forth on Schedule A hereto, which fees shall be
		subject to modification by the parties from time to time. It is expressly
		understood that the Property shall not be used to pay such fees unless and
		until it is distributed to the Company pursuant to Section 2. The Company shall
		pay the Trustee the initial acceptance fee and first year’s fee at the
		consummation of the IPO and thereafter on the anniversary of the Effective
		Date. The Trustee shall refund to the Company the annual fee (on a pro rata
		basis) with respect to any period after the liquidation of the Trust Fund. The
		Company shall not be responsible for any other fees or charges of the Trustee
		except as set forth in this Section 3(c) and as may be provided in Section 3(b)
		hereof (it being expressly understood that the Property shall not be used to
		make any payments to the Trustee under such Sections);
	 

	 
		 
	 

	 
		 
	 

	 
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		(d) In connection with any vote of the
		Company’s stockholders regarding a Business Combination, provide to the
		Trustee an affidavit or certificate of a firm regularly engaged in the business
		of soliciting proxies and/or tabulating stockholder votes (which firm may be
		the Trustee) verifying the vote of the Company’s stockholders regarding
		such Business Combination.
	 

	 
		4. Limitations of Liability. The Trustee shall have no responsibility or liability
		to:
	 

	 
		(a) Take any action with respect to the
		Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee
		shall have no liability to any party except for liability arising out of its
		own gross negligence or willful misconduct;
	 

	 
		(b) Institute any proceeding for the
		collection of any principal and income arising from, or institute, appear in or
		defend any proceeding of any kind with respect to, any of the Property unless
		and until it shall have received instructions from the Company given as
		provided herein to do so and the Company shall have advanced or guaranteed to
		it funds sufficient to pay any expenses incident thereto;
	 

	 
		(c) Change the investment of any Property,
		other than in compliance with paragraph 1(c);
	 

	 
		(d) Refund any depreciation in principal of
		any Property;
	 

	 
		(e) Assume that the authority of any person
		designated by the Company to give instructions hereunder shall not be
		continuing unless provided otherwise in such designation, or unless the Company
		shall have delivered a written revocation of such authority to the
		Trustee;
	 

	 
		(f) The other parties hereto or to anyone
		else for any action taken or omitted by it, or any action suffered by it to be
		taken or omitted, in good faith and in the exercise of its own best judgment,
		except for its gross negligence or willful misconduct. The Trustee may rely
		conclusively and shall be protected in acting upon any order, notice, demand,
		certificate, opinion or advice of counsel (including counsel chosen by the
		Trustee), statement, instrument, report or other paper or document (not only as
		to its due execution and the validity and effectiveness of its provisions, but
		also as to the truth and acceptability of any information therein contained)
		which is believed by the Trustee, in good faith, to be genuine and to be signed
		or presented by the proper person or persons. The Trustee shall not be bound by
		any notice or demand, or any waiver, modification, termination or rescission of
		this Agreement or any of the terms hereof, unless evidenced by a written
		instrument delivered to the Trustee signed by the proper party or parties and,
		if the duties or rights of the Trustee are affected, unless it shall give its
		prior written consent thereto;
	 

	 
		(g) Verify the correctness of the
		information set forth in the Registration Statement or to confirm or assure
		that any acquisition made by the Company or any other action taken by it is as
		contemplated by the Registration Statement; and
	 

	 
		(h) File information returns with the United
		States Internal Revenue Service and payee statements with the Company,
		documenting the taxes payable by the Company, if any, relating to interest
		earned on the Property.
	 

	 
		 
	 

	 
		 
	 

	 
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		5. Termination.
		This Agreement shall terminate as follows:
	 

	 
		(a) If the Trustee gives written notice to
		the Company that it desires to resign under this Agreement, the Company shall
		use its reasonable efforts to locate a successor trustee. At such time that the
		Company notifies the Trustee that a successor trustee has been appointed by the
		Company and has agreed to become subject to the terms of this Agreement, the
		Trustee shall transfer the management of the Trust Account to the successor
		trustee, including but not limited to the transfer of copies of the reports and
		statements relating to the Trust Account, whereupon this Agreement shall
		terminate; provided, however, that, in the event that the Company does not
		locate a successor trustee within ninety days of receipt of the resignation
		notice from the Trustee, the Trustee may submit an application to have the
		Property deposited with any court in the State of New York or with the United
		States District Court for the Southern District of New York and upon such
		deposit, the Trustee shall be immune from any liability whatsoever; or 
	 

	 
		(b) At such time that the Trustee has
		completed the liquidation of the Trust Account in accordance with the
		provisions of paragraph 1(i) hereof, and distributed the Property in accordance
		with the provisions of the Termination Letter, this Agreement shall terminate
		except with respect to Paragraph 3(b).
	 

	 
		6. Miscellaneous.
	 

	 
		(a) The Company and the Trustee each
		acknowledge that the Trustee will follow the procedures set forth below with
		respect to funds transferred from the Trust Account. Upon receipt of written
		instructions, the Trustee will confirm such instructions with an Authorized
		Individual at an Authorized Telephone Number listed on the attached
		Exhibit E. In executing funds transfers, the Trustee will rely upon
		account numbers or other identifying numbers of a beneficiary,
		beneficiary’s bank or intermediary bank, rather than names. The Trustee
		shall not be liable for any loss, liability or expense resulting from any error
		in an account number or other identifying number, provided it has accurately
		transmitted the numbers provided.
	 

	 
		(b) This 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. It may be executed
		in several original or facsimile counterparts, each one of which shall
		constitute an original, and together shall constitute but one
		instrument.
	 

	 
		(c) This Agreement contains the entire
		agreement and understanding of the parties hereto with respect to the subject
		matter hereof. Except for Section 1(i) (which may not be amended under any
		circumstances), this Agreement or any provision hereof may only be changed,
		amended or modified by a writing signed by each of the parties hereto;
		provided, however, that no such change, amendment or modification may be made
		without the prior written consent of Citigroup. As to any claim, cross-claim or
		counterclaim in any way relating to this Agreement, each party waives the right
		to trial by jury.
	 

	 
		 
	 

	 
		 
	 

	 
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		(d) The parties hereto consent to the
		jurisdiction and venue of any state or federal court located in the City of New
		York, Borough of Manhattan, for purposes of resolving any disputes
		hereunder.
	 

	 
		(e) Any notice, consent or request to be
		given in connection with any of the terms or provisions of this Agreement shall
		be in writing and shall be sent by express mail or similar private courier
		service, by certified mail (return receipt requested), by hand delivery or by
		facsimile transmission:
	 

	 
		if to the Trustee, to:
	 

	 
		Continental Stock Transfer 
	 

	 
		& Trust Company
	 

	 
		17 Battery Place
	 

	 
		New York, New York 10004
	 

	 
		Attn: Steven G. Nelson
	 

	 
		Fax No.: (212) 509-5150
	 

	 
		if to the Company, to:
	 

	 
		Highlands Acquisition Corp.
	 

	 
		One Paragon Drive, Suite 125 
	 

	 
		Montvale, New Jersey 07645
	 

	 
		Attn: Robert W. Pangia, Chief Executive
		Officer
	 

	 
		Fax No.: (___) ___-____
	 

	 
		in either case with a copy to:
	 

	 
		Citigroup Global Markets Inc.
	 

	 
		388 Greenwich Street
	 

	 
		New York, New York 10013
	 

	 
		Attn: 
	 

	 
		Fax No.: (___) ___-____
	 

	 
		and
	 

	 
		Bingham McCutchen LLP
	 

	 
		399 Park Avenue
	 

	 
		New York, New York 10022
	 

	 
		Attn: Ann F. Chamberlain, Esq.
	 

	 
		Fax No.: (212) 752-5378
	 

	 
		(f) This Agreement may not be assigned by
		the Trustee without the prior consent of the Company and Citigroup.
	 

	 
		 
	 

	 
		 
	 

	 
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		(g) Each of the Trustee and the Company
		hereby represents that it has the full right and power and has been duly
		authorized to enter into this Agreement and to perform its respective
		obligations as contemplated hereunder. The Trustee acknowledges and agrees that
		it shall not make any claims or proceed against the Trust Account, including by
		way of set-off, and shall not be entitled to any funds in the Trust Account
		under any circumstance.
	 

	 
		(h) Each of the Company and the Trustee
		hereby acknowledge that Citigroup is a third party beneficiary of this
		Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the parties have duly
		executed this Investment Management Trust Agreement as of the date first
		written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  CONTINENTAL STOCK TRANSFER 
				

				
				  & TRUST COMPANY, as
				  Trustee
				

			 
	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP.
				

			 
	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		SCHEDULE A
	 

	 
		 
	 

	 
			
				
				  Fee Item
				

			 	
				
				   
				

			 	
				
				  Time and method of payment
				  
				

			 	
				
				   
				

			 	
				
				  Amount
				

			 
					
	
				
				  Initial acceptance fee
				

			 	
				
				   
				

			 	
				
				  Initial closing of IPO by wire
				  transfer 
				

			 	
				
				   
				

			 	
				
				  $1,000
				

			 
	
				
				  Annual fee
				

			 	
				
				   
				

			 	
				
				  First year, initial closing of IPO
				  by wire transfer; thereafter on the anniversary of the effective date of the
				  IPO by wire transfer or check
				

			 	
				
				   
				

			 	
				
				  $3,000
				

			 
	
				
				  Transaction processing fee for
				  disbursements to Company under Section 2
				

			 	
				
				   
				

			 	
				
				  Deduction by Trustee from
				  accumulated income following disbursement made to Company under Section
				  2
				

			 	
				
				   
				

			 	
				
				  $250
				

			 

 

	 
		 
	 

	 
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		EXHIBIT A
	 

	 
		 [Letterhead of Company]
	 

	 
		[Insert date]
	 

	 
		Continental Stock Transfer 
	 

	 
		 & Trust Company
	 

	 
		17 Battery Place
	 

	 
		New York, New York 10004
	 

	 
		Attn: Steven Nelson
	 

	 
			 	 	 
	
				
				   
				

			 	
				
				  Re:
				

			 	
				
				  Trust Account No.
				  530-                  
				  Termination Letter
				

			 

 

	 
		Gentlemen:
	 

	 
		Pursuant to paragraph 1(i) of the Investment
		Management Trust Agreement between Highlands Acquisition Corp.
		(“Company”) and Continental Stock Transfer & Trust Company
		(“Trustee”), dated as of __________, 2007 (“Trust
		Agreement”), this is to advise you that the Company has entered into an
		agreement (“Business Agreement”) with __________________
		(“Target Business”) to consummate a business combination with Target
		Business (“Business Combination”) on or about [insert date].
		The Company shall notify you at least 48 hours in advance of the actual date of
		the consummation of the Business Combination (“Consummation
		Date”).
	 

	 
		In accordance with the terms of the Trust
		Agreement, we hereby authorize you to commence liquidation of the Trust Account
		to the effect that, on the Consummation Date, all of funds held in the Trust
		Account will be immediately available for transfer to the account or accounts
		that the Company shall direct on the Consummation Date.
	 

	 
		On the Consummation Date (i) counsel for the
		Company shall deliver to you written notification that the Business Combination
		has been consummated (“Counsel’s Letter”) and (ii) the Company
		shall deliver to you (a) [an affidavit] [a certificate] of __________________,
		which verifies the vote of the Company’s stockholders in connection with
		the Business Combination and (b) written instructions with respect to the
		transfer of the funds held in the Trust Account (“Instruction
		Letter”). You are hereby directed and authorized to transfer the funds
		held in the Trust Account immediately upon your receipt of the Counsel’s
		Letter and the Instruction Letter, in accordance with the terms of the
		Instruction Letter. In the event that certain deposits held in the Trust
		Account may not be liquidated by the Consummation Date without penalty, you
		will notify the Company of the same and the Company shall direct you as to
		whether such funds should remain in the Trust Account and distributed after the
		Consummation Date to the Company. Upon the distribution of all the funds in the
		Trust Account pursuant to the terms hereof, the Trust Agreement shall be
		terminated and the Trust Account closed.
	 

	 
		In the event that the Business Combination
		is not consummated on the Consummation Date described in the notice thereof and
		we have not notified you on or before the original Consummation Date of a new
		Consummation Date, then the funds held in the Trust Account shall be reinvested
		as provided in the Trust Agreement on the business day immediately following
		the Consummation Date as set forth in the notice.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP.
				

			 
	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Russell F. Warren, M.D., Chairman of
				  the Board
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  ___________, Secretary
				

			 

 

	 
		cc: Citigroup Global Markets Inc.
	 

	 
		 
	 

	 
		 
	 

	 
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		EXHIBIT B
	 

	 
		[Letterhead of Company]
	 

	 
		[Insert date]
	 

	 
		Continental Stock Transfer 
	 

	 
		 & Trust Company
	 

	 
		17 Battery Place
	 

	 
		New York, New York 10004
	 

	 
		Attn: Steven Nelson
	 

	 
			 	 	 
	
				
				   
				

			 	
				
				  Re:
				

			 	
				
				  Trust Account No.
				  530-                  
				  Termination Letter
				

			 

 

	 
		Gentlemen:
	 

	 
		Pursuant to paragraph 1(i) of the Investment
		Management Trust Agreement between Highlands Acquisition Corp.
		(“Company”) and Continental Stock Transfer & Trust Company
		(“Trustee”), dated as of ___________, 2007 (“Trust
		Agreement”), this is to advise you that the Company has been unable to
		effect a Business Combination with a Target Company within the time frame
		specified in the Company’s Certificate of Incorporation, as described in
		the Company’s prospectus relating to its IPO.
	 

	 
		In accordance with the terms of the Trust
		Agreement, we hereby authorize you, to commence liquidation of the Trust
		Account as promptly as practicable to stockholders of record on the Last Date
		(as defined in the Trust Agreement). You will notify the Company in writing as
		to when all of the funds in the Trust Account will be available for immediate
		transfer (“Transfer Date”) in accordance with the terms of the Trust
		Agreement and the Certificate of Incorporation of the Company. You shall
		commence distribution of such funds in accordance with the terms of the Trust
		Agreement and the Certificate of Incorporation of the Company and you shall
		oversee the distribution of the funds. Upon the distribution of all the funds
		in the Trust Account, your obligations under the Trust Agreement shall be
		terminated.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP. 
				

			 
	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Russell F. Warren, M.D., Chairman of
				  the Board
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  ___________, Secretary
				

			 

 

	 
		cc: Citigroup Global Markets Inc. 
	 

	 
		 
	 

	 
		 
	 

	 
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		EXHIBIT C
	 

	 
		[Letterhead of Company]
	 

	 
		[Insert date]
	 

	 
		Continental Stock Transfer 
	 

	 
		 & Trust Company
	 

	 
		17 Battery Place
	 

	 
		New York, New York 10004
	 

	 
		Attn: Steven Nelson
	 

	 
			 	 	 
	
				
				   
				

			 	
				
				  Re:
				

			 	
				
				  Trust Account No. 530-

				

			 

 

	 
		Gentlemen:
	 

	 
		Pursuant to paragraph 2(a) of the Investment
		Management Trust Agreement between Highlands Acquisition Corp.
		(“Company”) and Continental Stock Transfer & Trust Company
		(“Trustee”), dated as of ____________, 2007 (“Trust
		Agreement”), this is to advise you that the Company hereby requests that
		you deliver to the Company $_______ of the income earned on the Property as of
		the date hereof. The Company needs such funds to pay for the tax obligations as
		set forth on the attached tax return or tax statement. In accordance with the
		terms of the Trust Agreement, you are hereby directed and authorized to
		transfer (via wire transfer) such funds promptly upon your receipt of this
		letter to the Company’s operating account at:
	 

	 
		[WIRE INSTRUCTION INFORMATION]
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP.
				

			 
	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Russell F. Warren, M.D., Chairman of
				  the Board
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  ___________, Secretary
				

			 

 

	 
		cc: Citigroup Global Markets Inc.
	 

	 
		 
	 

	 
		 
	 

	 
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		EXHIBIT D
	 

	 
		[Letterhead of Company]
	 

	 
		[Insert date]
	 

	 
		Continental Stock Transfer 
	 

	 
		 & Trust Company
	 

	 
		17 Battery Place
	 

	 
		New York, New York 10004
	 

	 
		Attn: Steven Nelson
	 

	 
			 	 	 
	
				
				   
				

			 	
				
				  Re:
				

			 	
				
				  Trust Account No. 530-

				

			 

 

	 
		Gentlemen:
	 

	 
		Pursuant to paragraph 2(b) of the Investment
		Management Trust Agreement between Highlands Acquisition Corp.
		(“Company”) and Continental Stock Transfer & Trust Company
		(“Trustee”), dated as of ____________, 2007 (“Trust
		Agreement”), this is to advise you that the Company hereby requests that
		you deliver to the Company $_______ of the income earned on the Property as of
		the date hereof, which does not exceed, in the aggregate with all such prior
		disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth
		in paragraph 2(b). The Company needs such funds to cover its expenses relating
		to administrative expenses, investigating and selecting a target business and
		other working capital requirements. In accordance with the terms of the Trust
		Agreement, you are hereby directed and authorized to transfer (via wire
		transfer) such funds promptly upon your receipt of this letter to the
		Company’s operating account at:
	 

	 
		[WIRE INSTRUCTION INFORMATION]
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP.
				

			 
	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Russell F. Warren, M.D., Chairman of
				  the Board
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  ___________, Secretary
				

			 

 

	 
		cc: Citigroup Global Markets Inc.
	 

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		EXHIBIT E
	 

	 
		 
	 

	 
			
				
				  AUTHORIZED INDIVIDUAL(S)
				

				
				  FOR TELEPHONE CALL
				  BACK
				

			 	
				
				   
				

			 	
				
				  AUTHORIZED
				

				
				  TELEPHONE
				  NUMBER(S)
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Company:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Highlands Acquisition
				  Corp.
 One Paragon Drive, Suite
				  125
 Montvale, New Jersey
				  07645
 Attn: Robert W. Pangia, Chief
				  Executive Officer 
				

			 	
				
				   
				

			 	
				
				  (201) 573-8400
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Trustee:
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Continental Stock Transfer
				  
  & Trust Company

				  17 Battery Place

				  New York, New York 10004

				  Attn: Steven G. Nelson, Chairman 
				

			 	
				
				   
				

			 	
				
				  (212) 845-3200
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
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