Exhibit 4.4


 


WARRANT
AGREEMENT


 


Agreement made as of
_________, 2006 between Oracle Healthcare Acquisition Corp., a Delaware corporation, with offices at
200 Greenwich Avenue, 3rd Floor, Greenwich, Connecticut 06830 (“Company”),
and Continental Stock Transfer & Trust Company, a New York corporation,
with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


WHEREAS, the Company is
engaged in a public offering (“Public Offering”) of Units (“Units”)
and, in connection therewith, has determined to issue and deliver up to
15,000,000 Warrants to the public investors and 833,334 Warrants to certain of
its directors in a private placement (collectively, the “Warrants”),
each Warrant evidencing the right of the holder thereof to purchase one share
of common stock, par value $.0001 per share, of the Company’s Common Stock (“Common
Stock”) for $6.00, subject to adjustment as described herein; and


WHEREAS, the Company will
issue and sell an additional 833,334 Warrants to certain of the Company's directors
in a private placement; and


WHEREAS, the Company has
filed with the Securities and Exchange Commission a Registration Statement, No.
333-128748 on Form S-1 (“Registration Statement”) for the registration,
under the Securities Act of 1933, as amended (“Act”), of, certain of its
securities; and


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of
the Warrants; and


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the
Warrant Agent, as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


1.             Appointment of Warrant Agent.  The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.


2.             Warrants.


2.1.          Form of Warrant.  Each Warrant shall be issued in registered
form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the Chairman of the Board, the Chief


 

















Operating Officer
or President and Secretary or Assistant Secretary of the Company and shall bear
a facsimile of the Company’s seal.  In
the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.


2.2.          Effect of
Countersignature.  Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


2.3.          Registration.


2.3.1.       Warrant Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration
of transfer of the Warrants.  Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the
Warrant Agent by the Company.


2.3.2.       Registered Holder.  Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register (“registered holder”), as the absolute owner of such Warrant
and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.


2.4.          Detachability of
Warrants.  The securities comprising
the Units will become separately transferable as promptly as practicable
following the consummation of the Public Offering, but in no event later than
65 days following the consummation of the Public Offering; provided, however,
in no event will separate trading commence until the Company files a Current
Report on Form 8-K which includes an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Public Offering.


3.             Terms and Exercise of Warrants


3.1.          Warrant Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement and, subject, solely with respect
to the Warrants purchased in a private placement pursuant to that certain
Founding Director Warrant Purchase Agreement (the “Founding Director Warrant
Purchase Agreement”), dated ______, 2006, between the Company and the
Purchaser thereunder, to the provisions thereof, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $6.00 per
whole share, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1.  The
term “Warrant Price” as used in this Warrant Agreement refers to the
price per share at which Common Stock may be purchased at the time a Warrant is
exercised.  The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date.


 


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3.2.          Duration of
Warrants.  A Warrant may be exercised
only during the period (“Exercise Period”) commencing on the later of
the consummation of an acquisition by the Company through a merger, capital
stock exchange, asset acquisition, stock purchase or other similar business
combination, of an operating business (“Business Combination”) (as
described more fully in the Company’s Registration Statement) or _____________,
2007 and terminating at 5:00 p.m., New York City time on the earlier to occur
of (i) ________________, 2010 or (ii) the date fixed for redemption of the
Warrants as provided in Section 6 of this Agreement (“Expiration Date”).  Except with respect to the right to receive
the Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease
at the close of business on the Expiration Date.  The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date.


3.3.          Exercise of
Warrants.


3.3.1.       Payment.  Subject to the provisions of the Warrant and
this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in
the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant, duly executed, and by paying in full, in
lawful money of the United States, in cash, good certified check or good bank
draft payable to the order of the Company (or as otherwise agreed to by the
Company), the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Common Stock,
and the issuance of the Common Stock.


3.3.2.       Issuance of
Certificates.  As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price, the Company shall issue to the registered holder of such
Warrant a certificate or certificates for the number of full shares of Common
Stock to which he is entitled, registered in such name or names as may be
directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new countersigned Warrant for the number of shares as to which such
Warrant shall not have been exercised. 
Notwithstanding the foregoing, the Company shall not be obligated to
deliver any securities pursuant to the exercise of a Warrant unless a
registration statement under the Act with respect to the Common Stock is
effective.  Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such
exercise would be unlawful.


3.3.3.       Valid Issuance.  All shares of Common Stock issued upon the
proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


3.3.4.       Date of Issuance.  Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are


 


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closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.


3.3.5.       Warrant
Solicitation and Warrant Solicitation Fee.


a.             The
Company has engaged CRT Capital Group LLC (the “Underwriter”), on a
non-exclusive basis, as its agent for the solicitation of the exercise of the
Warrants.  The Company, at its cost, will
(i) assist Underwriter with respect to such solicitation, if requested by
Underwriter, and (ii) provide Underwriter, and direct the Company’s transfer
agent and the Warrant Agent to deliver to Underwriter, lists of the record and,
to the extent known, beneficial owners of the Company’s Warrants.  The Company hereby instructs the Warrant
Agent to cooperate with Underwriter in every respect in connection with
Underwriter’s solicitation activities, including, but not limited to, providing
to Underwriter, at the Company’s cost, a list of record and beneficial holders
of the Warrants and circulating a prospectus or offering circular disclosing
the compensation arrangements referenced in Section 3.3.5(b) below to holders
of the Warrants at the time of exercise of the Warrants.  In addition to the conditions set forth in
Section 3.3.5(b), Underwriter shall accept payment of the warrant solicitation
fee provided in Section 3.3.5(b) only if it has provided bona fide services to
the Company in connection with the exercise of the Warrants and only to the
extent that an investor who exercises his Warrants specifically designates, in
writing, that Underwriter solicited his exercise.  In addition to soliciting, either orally or
in writing, the exercise of Warrants by a Warrant holder, such services may
also include disseminating information, either orally or in writing, to Warrant
holders about the Company or the market for the Company’s securities, or
assisting in the processing of the exercise of Warrants.


b.             In each instance in which a Warrant
is exercised, the Warrant Agent shall promptly give written notice of such
exercise to the Company and Underwriter (“Warrant Agent’s Exercise Notice”).  If, upon the exercise of any Warrant more
than one year from the effective date of the Registration Statement, (i) the
market price of the Company’s Common Stock is greater than the Warrant Price,
(ii) disclosure of compensation arrangements between the Company and
Underwriter with respect to the solicitation of the exercise of the Warrants
was made both at the time of the Public Offering and at the time of exercise
(by delivery of the Prospectus or as otherwise required by applicable law, rule
or regulation), (iii) the holder of the Warrant confirms in writing that the
exercise of the Warrant was solicited by Underwriter, (iv) the Warrant was not
held in a discretionary account, and (v) the solicitation of the exercise of
the Warrant was not in violation of Regulation M (as such rule or any successor
rule may be in effect as of such time of exercise) promulgated under the
Securities Exchange Act of 1934, as amended, then the Warrant Agent,
simultaneously with the distribution of the Common Stock underlying the
Warrants so exercised in accordance with the instructions from the Company following
receipt of the proceeds to the Company received upon exercise of such
Warrant(s), shall, on behalf of the Company, pay a fee of 2% of the Warrant
Price to Underwriter, provided that Underwriter delivers to the Warrant Agent
within ten (10) business days from the date on which Underwriter has received
the Warrant Agent’s Exercise Notice, a certificate that the conditions set
forth in the preceding clauses (iii), (iv) and (v) have been satisfied.  Notwithstanding the foregoing, no fee will be
paid to Underwriter with respect to the exercise by it or its affiliates or the
Company’s officers or directors of Warrants purchased by it or them and still
held by them for its or their own account. 
Underwriter and the Company may at


 


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any time during
business hours, examine the records of the Warrant Agent, including its ledger
of original Warrant certificates returned to the Warrant Agent upon exercise of
Warrants.


c.             The provisions of this Section
3.3.5. may not be modified, amended or deleted without the prior written
consent of Underwriter.


4.             Adjustments.


4.1.          Stock Dividends—Split-Ups.  If, after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by
a split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding shares of Common Stock.


4.2.          Aggregation of
Shares.  If, after the date hereof,
and subject to the provisions of Section 4.6, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination, reverse stock
split or reclassification of shares of Common Stock or other similar event,
then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


4.3.          Adjustments in
Exercise Price.  Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall be
adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.


4.4.          Replacement of
Securities upon Reorganization, etc. 
In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1 or 4.2
hereof or that solely affects the par value of such shares of Common Stock), or
in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the Warrant holders shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such


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event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3 and this Section 4.4.  The
provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


4.5.          Notices of
Changes in Warrant.  Upon every
adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant
Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.  Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in
any such event, the Company shall give written notice to the Warrant holder, at
the last address set forth for such holder in the warrant register, of the
record date or the effective date of the event. 
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


4.6.          No Fractional
Shares.  Notwithstanding any
provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants.  If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the
number of the shares of Common Stock to be issued to the Warrant holder.


4.7.          Form of Warrant.  The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares
as is stated in the Warrants initially issued pursuant to this Agreement.  However, the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


5.             Transfer and Exchange of
Warrants.


5.1.          Registration of
Transfer.  The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer.  Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant
Agent.  The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon
request.


5.2.          Procedure for
Surrender of Warrants.  Warrants may
be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the registered holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants;
provided, however, that in the event that a Warrant surrendered for transfer
bears a


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restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


5.3.          Fractional
Warrants.  The Warrant Agent shall
not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate for a fraction of a warrant.


5.4.          Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


5.5.          Warrant Execution
and Countersignature.  The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the
provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.


6.             Redemption.


6.1.          Redemption.  Subject to Section 6.4 hereof, not less than
all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time after they become exercisable and prior to their expiration, at the
office of the Warrant Agent, upon the notice referred to in Section 6.2., at
the price of $.01 per Warrant (“Redemption Price”), provided that the
last sales price of the Common Stock has been at least $11.50 per share, for
any twenty (20) trading days within a thirty (30) trading day period ending on
the third business day prior to the date on which notice of redemption is
given.


6.2.          Date Fixed for,
and Notice of, Redemption.  In the
event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption.  Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption to the registered
holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books.  Any
notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given whether or not the registered holder received such notice.


6.3.          Exercise After
Notice of Redemption.  The Warrants
may be exercised in accordance with Section 3 of this Agreement at any time
after notice of redemption shall have been given by the Company pursuant to
Section 6.2. hereof and prior to the time and date fixed for redemption.  On and after the redemption date, the record
holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


6.4.          Outstanding
Warrants Only.  The Company
understands that the redemption rights provided for by this Section 6 apply
only to outstanding Warrants.  To the
extent a person holds rights to purchase Warrants, such purchase rights shall
not be extinguished by redemption. 
However, once such purchase rights are exercised, the Company may redeem
the Warrants issued upon such exercise provided that the criteria for
redemption is met.


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7.             Other Provisions
Relating to Rights of Holders of Warrants.


7.1.          No
Rights as Stockholder.  A Warrant
does not entitle the registered holder thereof to any of the rights of a
stockholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of directors of the Company or any other matter.


7.2.          Lost, Stolen,
Mutilated, or Destroyed Warrants.  If
any Warrant is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination,
tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.


7.3.          Reservation of Common
Stock.  The Company shall at all
times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to this Agreement.


7.4.          Registration of
Common Stock.  The Company agrees
that prior to the commencement of the Exercise Period, it shall file with the
Securities and Exchange Commission a post-effective amendment to the
Registration Statement, or a new registration statement, for the registration,
under the Act, of, and it shall take such action as is necessary to qualify for
sale, in those states in which the Warrants were initially offered by the
Company, the Common Stock issuable upon exercise of the Warrants.  In either case, the Company will use its best
efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in
accordance with the provisions of this Agreement.


8.             Concerning
the Warrant Agent and Other Matters.


8.1.          Payment of Taxes.  The Company will from time to time promptly
pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.


8.2.          Resignation,
Consolidation, or Merger of Warrant Agent.


8.2.1.       Appointment of Successor Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company.  If the office of the Warrant Agent becomes vacant
by resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent.  If the
Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then


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the holder of any Warrant may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost.  Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and having
its principal office in the Borough of Manhattan, City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority.  After
appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


8.2.2.       Notice of
Successor Warrant Agent.  In the
event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Common Stock not later than the effective date of any such appointment.


8.2.3.       Merger or
Consolidation of Warrant Agent.  Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.


8.3.          Fees and Expenses
of Warrant Agent.


8.3.1.       Remuneration.  The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
will reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


8.3.2.       Further Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


8.4.          Liability of
Warrant Agent.


8.4.1.       Reliance on
Company Statement.  Whenever in the
performance of its duties under this Warrant Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the President or Chairman of the Board of the Company and
delivered to the Warrant


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Agent.  The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


8.4.2.       Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith.  The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this
Agreement except as a result of the Warrant Agent’s negligence, willful
misconduct, or bad faith.


8.4.3.       Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.


8.5.          Trust Fund Waiver.  The Warrant Agent has no right, title,
interest, or claim of any kind (“Claim”) in or to any monies in the
Trust Account (as defined in that certain Investment Management Trust
Agreement, dated as of the date hereof, by and between the Company and
Continental Stock Transfer & Trust Company as trustee of the Trust
Account), and hereby waives any Claim in or to any monies in the Trust Account
it may have in the future, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever.


8.6.          Acceptance of
Agency.  The Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall
account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the
Warrant Agent for the purchase of shares of the Company’s Common Stock through
the exercise of Warrants.


9.             Miscellaneous Provisions.


9.1.          Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


9.2.          Notices.  Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five days after deposit of such notice, postage


10

















prepaid, addressed
(until another address is filed in writing by the Company with the Warrant
Agent), as follows:


	
   

  	
  Oracle Healthcare
  Acquisition Corp.

  
	
   

  	
  200 Greenwich
  Avenue

  
	
   

  	
  3rd Floor

  
	
   

  	
  Greenwich,
  Connecticut 06830

  
	
   

  	
  (203) 862-7900

  
	
   

  	
  Attn:  Joel D. Liffmann

  
	
   

  	
  Fax No.: (203) 862-1601

  
	
   

  	
   

  
	
   

  	
  Any notice,
  statement or demand authorized by this Agreement to be given or made by the
  holder of any Warrant or by the Company to or on the Warrant Agent shall be
  sufficiently given when so delivered if by hand or overnight delivery or if
  sent by certified mail or private courier service within five days after
  deposit of such notice, postage prepaid, addressed (until another address is
  filed in

  
	
   

  	
   

  
	
   

  	
  Continental
  Stock Transfer & Trust Company

  
	
   

  	
  17 Battery Place

  	
   

  	
   

  
	
   

  	
  New York, New
  York 10004

  	
   

  	
   

  
	
   

  	
  Attn:  Compliance Department

  
	
   

  	
   

  	
   

  	
   

  
	
  with a copy in each
  case to:

  	
   

  	
   

  
	
   

  	
  Willkie Farr & Gallagher LLP

  	
   

  	
   

  
	
   

  	
  787 Seventh Avenue

  	
   

  	
   

  
	
   

  	
  New York, New York 10019-6099

  	
   

  	
   

  
	
   

  	
  Attn: William H. Gump, Esq.

  
	
   

  	
  Fax No.: (212) 728-8111

  	
   

  	
   

  
	
  and

  	
   

  	
   

  	
   

  
	
   

  	
  [________]

  	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



9.3.          Applicable law.  The validity, interpretation, and performance
of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflict of laws.  The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenience forum.  Any such process or
summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the


11

















address set forth
in Section 9.2 hereof.  Such mailing
shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim.


9.4.          Persons Having
Rights under this Agreement.  Nothing
in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties hereto and the registered
holders of the Warrants and, for the purposes of Sections 3.3.5, 6.1, 6.4, 7.4
and 9.2 hereof, Underwriter, any right, remedy, or claim under or by reason of
this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof.  Underwriter shall be
deemed to be a third-party beneficiary of this Agreement with respect to
Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof. 
All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto (and Underwriter with respect to the Sections 3.3.5, 6.1,
6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the registered
holders of the Warrants.


9.5.          Examination of
the Warrant Agreement.  A copy of
this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for
inspection by the registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


9.6.          Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


9.7.          Effect of Headings.  The Section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


12

















IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year
first above written.


	
   

  	
   

  	
  ORACLE
  HEALTHCARE ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Joel D. Liffmann

  
	
   

  	
   

  	
  Title:  President
  and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTINENTAL
  STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: