Form of Lock-up Agreements



 Exhibit 10.6 
    
 Form of Lock-up Agreement for 
 Directors and Officers pursuant to Section 5(i) 
  
 FTN MIDWEST SECURITIES CORP. 
     as Representative of the several Underwriters 
 350 Madison Avenue, 20th Floor

 New York, New York 10017 
  

	 	Re:	Proposed Public Offering by Healthcare Acquisition Partners Corp. 

  
 Dear Sirs: 
  The undersigned, an officer and/or director
of Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”), and the owner of              shares of common stock (the “Shares”) of the
Company, understands that FTN Midwest Securities Corp. (the “Representative”), proposes to enter into an Underwriting Agreement with the Company with respect to the proposed consummation of a public offering of shares common stock, $.0001
par value, of the Company (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as the owner of the Shares and an officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during a period of 180 days from the date of the consummation of an acquisition by the Company conforming to the
requirements set forth in the registration statement on Form S-1 filed on October 14, 2005, as amended (the “Registration Statement”), by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Act”), the undersigned will not, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of,
or otherwise dispose of or transfer any shares of Common Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock, whether now owned or hereafter acquired (including, without limitation, any issued but not
outstanding shares of Common Stock held in treasury by the Company) by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the
Act with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of Common Stock, options to purchase Common Stock or other securities, in cash or otherwise. 
  
 The foregoing sentence shall not apply to the undersigned and other persons
executing agreements substantially similar to this agreement transferring Lock-Up Securities to the Company. If the undersigned is an affiliate of the Representative, then the undersigned cannot be released from its obligations under this agreement
by the Representative prior to its expiration without the express, written consent of the Company. 
   
    










			
	 Very truly yours,

		
	 Signature:
	 	 
		
	 Print Name:
	 	 


  

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 Form of Lock-up Agreement for

 FTN Midwest Securities Corp., pursuant to Section 5(i) 
  
 Healthcare Acquisition Partners Corp. 
 350
Madison Avenue 
 New York, NY 10017 
  

	 	Re:	Proposed Public Offering by Healthcare Acquisition Partners Corp. 

  
 Dear Sirs: 
  
 The undersigned, the holder of an option to purchase certain shares of common stock of Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”), understands that the Company proposes to
consummate a public offering (the “IPO”) of shares common stock, $.0001 par value, of the Company (“the Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a optionholder of the
Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Company that, during a period of 180 days from the date of the consummation of the IPO, the
undersigned will not, without the prior written consent of the Company, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with
respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the
“Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such
swap or transaction is to be settled by delivery of Common Stock, options to purchase Common Stock or other securities, in cash or otherwise. 
  


			
	 Very truly yours,

	
	FTN MIDWEST SECURITIES CORP.
		
	 By:
	 	 
	 Name:
	 	 
	 Title: