Unassociated Document




[FACE OF
CERTIFICATE]

NUMBER

HC

HEALTHCARE
ACQUISITION CORP.

INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON
STOCK

SHARES

SEE
REVERSE FOR CERTAIN DEFINITIONS

CUSIP TO
COME

This
Certifies that

is the
owner of _______

FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
STOCK OF

HEALTHCARE
ACQUISITION CORP.




transferable
on the books of the Corporation in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.




This
certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

Witness
the seal of the Corporation and the facsimile signatures of its duly authorized
officers.




Dated:

SECRETARY

[SEAL]

PRESIDENT

COUNTERSIGNED
AND REGISTERED:

CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

TRANSFER
AGENT AND REGISTRAR

BY

AUTHORIZED
SIGNATURE























[REVERSE
OF CERTIFICATE]

Healthcare
Acquisition Corp.

The
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation and
the qualifications, limitations, or restrictions of such preferences and/or
rights. This certificate and the shares represented thereby are issued and shall
be held subject to all the provisions of the Certificate of Incorporation and
all amendments thereto and resolutions of the Board of Directors providing for
the issue of shares of Preferred Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate by
acceptance hereof assents.




The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -
as tenants in common

TEN ENT -
as tenants by the entireties

JT TEN -
as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT
MIN ACT- (Cust) Custodian (Minor) under Uniform Gifts to Minors Act
(State)

Additional
abbreviations may also be used though not in the above list.




For value
received, ___________________________ hereby sell, assign and transfer
unto

PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)

shares of
the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ________________ Attorney to transfer the
said stock on the books of the within named Corporation with full power of
substitution in the premises.




Dated

Notice:
The signature to this assignment must correspond with the name as written upon
the face of the certificate in every particular, without alteration or
enlargement or any change whatever.

Signature(s)
Guaranteed:




THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15).




The
holder of this certificate shall be entitled to receive funds from the trust
fund only in the event of the Company’s liquidation or if the holder seeks to
convert his respective shares into cash upon a business combination which he
voted against and which is actually completed by the Company. In no other
circumstances shall the holder have any right or interest of any kind in or to
the trust fund.