Exhibit 4.3


 


FORM OF WARRANT CERTIFICATE


 


THIS WARRANT CERTIFICATE (I) CANNOT BE
TRANSFERRED OR EXCHANGED UNTIL THE DATE (THE “DETACHMENT DATE”) ESTABLISHED FOR
SEPARATION FROM THE SHARES TO WHICH THIS WARRANT IS ATTACHED EXCEPT AS PART OF
A UNIT OF ORACLE HEALTHCARE ACQUISITION CORP. AND (II) CANNOT BE EXERCISED
IN WHOLE OR IN PART UNTIL THE LATER OF THE COMPANY’S COMPLETION OF A BUSINESS
COMBINATION OR                     ,
2006.


 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT


AGENT AS PROVIDED HEREIN.


 


Warrant Certificate evidencing


Warrants to Purchase Common Stock, par value $.0001, as described
herein.


Oracle Healthcare
Acquisition Corp.


 


	
  No.

  	
   

  	
  CUSIP No.

  



 


VOID AFTER 5:00 P.M., NEW YORK CITY TIME,


ON                    ,
2009, OR UPON EARLIER REDEMPTION


 


This certifies that                                                 ,
or its registered assigns, is the registered holder of                                           
warrants to purchase certain securities (each a “Warrant”).  Each Warrant
entitles the holder thereof, subject to the provisions contained herein and in
the Warrant Agreement (as defined below), to purchase from Oracle Healthcare
Acquisition Corp., a Delaware corporation (the “Company”), one share of the Company’s Common Stock (each a “Share”), at the Exercise Price set forth
below.  The exercise price of each
Warrant (the “Exercise Price”)
shall be $6.00 initially, subject to adjustments as set forth in the Warrant
Agreement (as defined below).


 


Subject to the terms of the Warrant Agreement, each
Warrant evidenced hereby may be exercised in whole, but not in part, at any
time, as specified herein, on any Business Day (as defined below) occurring
during the period (the “Exercise Period”)
commencing on the later of the Company’s completion of a Business Combination
(as defined below) or                     ,
2006 and ending at 5:00 P.M., New York City time, on                   ,
2009 (the “Expiration Date”).  Each Warrant remaining unexercised after
5:00 P.M., New York City time on the Expiration Date shall become void,
and all rights of the holder of this Warrant Certificate evidencing such
Warrant shall cease.


 


The holder of the Warrants represented by this
Warrant Certificate may exercise any Warrant evidenced hereby by delivering,
not later than 5:00 P.M., New York City time, on any Business Day during
the Exercise Period (the “Exercise Date”)
to Continental Stock Transfer & Trust Company (the “Warrant Agent”, which term includes any
successor warrant agent under the Warrant Agreement described below) at its
corporate trust department at 17 Battery Place, New York, NY 10004, (i) this
Warrant Certificate and the Warrants to be exercised (the “Book-Entry Warrants”) free on the records
of The Depository Trust Company (the “Depository”)
to an account of the Warrant Agent at the Depository designated for such
purpose in writing by the Warrant Agent to the Depository, (ii) an election to
purchase (“Election to Purchase”),
properly executed (A) by the holder hereof on the reverse of this Warrant Certificate
or (B) properly executed by the institution in whose account the Warrant is
recorded on the records of the Depository (the “Participant”) substantially in the form included on the
reverse of hereof, as applicable and (iii) the Exercise Price for each
Warrant to be exercised in lawful money of the United States of America by
certified or official bank check or 


 





















 


by bank wire transfer in
immediately available funds.  If any of
(a) this Warrant Certificate or the Book-Entry Warrants, (b) the Election to
Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent
after 5:00 P.M., New York City time, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the date such items
are received and such date shall be the Exercise Date for purposes hereof.  If the date such items are received is not a
Business Day, the Warrants will be deemed to be received and exercised on the
next succeeding day which is a Business Day and such date shall be the Exercise
Date. If the Warrants to be exercised are received or deemed to be received
after the Expiration Date, the exercise thereof will be null and void and any
funds delivered to the Warrant Agent will be returned to the holder as soon as
practicable.  In no event will interest
accrue on funds deposited with the Warrant Agent in respect of an exercise or
attempted exercise of Warrants.  The
validity of any exercise of Warrants will be determined by the Warrant Agent in
its sole discretion and such determination will be final and binding upon the
holder of the Warrants and the Company. 
Neither the Warrant Agent nor the Company shall have any obligation to
inform a holder of Warrants of the invalidity of any exercise of Warrants.


 


As used herein, the term “Business Day” means any day that is not a Saturday or Sunday
and is not a United States federal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to
close in New York City.


 


As used herein, the term “Business Combination” shall mean the acquisition by the
Company, whether by merger, capital stock exchange, asset or stock acquisition
or other similar business combination of an operating business (the “Target Business”) having, a fair market
value (as calculated in accordance with the Company’s Amended and Restated
Certificate of Incorporation) at least equal to 80% of the Company’s net assets
at the time of such merger, capital stock exchange, asset or stock acquisition
or other similar business combination.


 


Warrants may be exercised only in whole numbers of
Warrants.  No fractional shares of Common
Stock are to be issued upon the exercise of any Warrant, but rather the number
of shares of Common Stock to be issued shall be rounded up to the nearest whole
number.  If fewer than all of the
Warrants evidenced by this Warrant Certificate are exercised, a new Warrant
Certificate for the number of Warrants remaining unexercised shall be executed
by the Company and countersigned by the Warrant Agent as provided in Section 2
of the Warrant Agreement, and delivered to the holder of this Warrant
Certificate at the address specified on the books of the Warrant Agent or as
otherwise specified by such Registered Holder.


 


This Warrant Certificate is issued under and in accordance
with the Warrant Agreement, dated as of                           ,
2005 (the “Warrant Agreement”),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and provisions
the holder of this Warrant Certificate and the beneficial owners of the
Warrants represented by this Warrant Certificate consent by acceptance
hereof.  Copies of the Warrant Agreement
are on file and can be inspected at the above-mentioned office of the Warrant
Agent and at the office of the Company at 200 Greenwich Avenue, 3rd Floor,
Greenwich, Connecticut 06830.


 


At any time during the Exercise Period, the Company
may, at its option, redeem all (but not part) of the then outstanding Warrants
upon giving notice in accordance with the terms of the Warrant Agreement (the “Redemption Notice”), at the price of $0.01
per Warrant (the “Redemption Price”);
provided, that the last sales price of the Shares has been at least
$11.50 per Share, on any twenty (20) trading days within a thirty (30) trading
day period ending on the third Business Day prior to the date on which the
Redemption Notice is given.  In the event
the Company shall elect to redeem all of the then outstanding Warrants, the
Company shall fix a date for such redemption (the “Redemption Date”); provided, that such date shall occur
prior to the expiration of the Exercise Period. 
The Warrants may be exercised in accordance with the terms of this
Agreement at any time after a Redemption Notice shall have been given by the
Company; provided, however, that no Warrants may be exercised
subsequent to the expiration of the Exercise Period; provided, further,
that all rights whatsoever with respect to the Warrants shall cease on the
Redemption Date, other than to the right to receive the Redemption Price.


 





















 


The accrual of dividends, if any, on the Shares
issued upon the valid exercise of any Warrant will be governed by the terms
generally applicable to such Shares. 
From and after the issuance of such Shares, the former holder of the
Warrants exercised will be entitled to the benefits generally available to
other holders of Shares and such former holder’s right to receive payments of
dividends and any other amounts payable in respect of the Shares shall be
governed by, and shall be subject to, the terms and provisions generally
applicable to such Shares.


 


The Exercise Price and the number of Shares
purchasable upon the exercise of each Warrant shall be subject to adjustment as
provided pursuant to Section 4 of the Warrant Agreement.


 


Prior to the Detachment Date, the Warrants
represented by this Warrant Certificate may be exchanged or transferred only
together with the Shares to which such Warrant is attached (together, a “Unit”), and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Unit.  Additionally, prior to the Detachment Date,
each transfer of such Unit on the register of the Units shall operate also to
transfer the Warrants included in such Units. 
From and after the Detachment Date, the above provisions shall be of no
further force and effect.  Upon due
presentment for registration of transfer or exchange of this Warrant
Certificate at the stock transfer division of the Warrant Agent, the Company
shall execute, and the Warrant Agent shall countersign and deliver, as provided
in Section 5 of the Warrant Agreement, in the name of the designated transferee
one or more new Warrant Certificates of any authorized denomination evidencing
in the aggregate a like number of unexercised Warrants, subject to the
limitations provided in the Warrant Agreement.


 


Neither this Warrant Certificate nor the Warrants
evidenced hereby shall entitle the holder hereof or thereof to any of the
rights of a holder of the Shares, including, without limitation, the right to
receive dividends, if any, or payments upon the liquidation, dissolution or
winding up of the Company or to exercise voting rights, if any.


 


The Warrant Agreement and this Warrant Certificate
may be amended as provided in the Warrant Agreement including, under certain
circumstances described therein, without the consent of the holder of this
Warrant Certificate or the Warrants evidenced thereby.


 


THIS WARRANT CERTIFICATE AND ALL
RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE
EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.


 


This Warrant Certificate shall not be entitled to
any benefit under the Warrant Agreement or be valid or obligatory for any
purpose, and no Warrant evidenced hereby may be exercised, unless this Warrant
Certificate has been countersigned by the manual signature of the Warrant
Agent.


 





















 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.


 


Dated as of                 
    , 2005


 


 


	
   

  	
  Oracle Healthcare Acquisition Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
				



 


 


Continental Stock Transfer


& Trust Company,


as Warrant Agent


 


 


	
  By: 

  	
   

  	
   

  
	
  Authorized Officer

  	
   

  



 





















 


[REVERSE]


 


Instructions for Exercise of Warrant


 


To exercise the Warrants evidenced hereby, the
holder or Participant must, by 5:00 P.M., New York City time, on the
specified Exercise Date, deliver to the Warrant Agent at its stock transfer
division, a certified or official bank check or a wire transfer in immediately
available funds, in each case payable to the Warrant Agent at Account No.         ,
in an amount equal to the Exercise Price in full for the Warrants exercised. In
addition, the Warrant holder or Participant must provide the information
required below and deliver this Warrant Certificate to the Warrant Agent at the
address set forth below and the Book-Entry Warrants to the Warrant Agent in its
account with the Depository designated for such purpose.  The Warrant Certificate and this Election to
Purchase must be received by the Warrant Agent by 5:00 P.M., New York
time, on the specified Exercise Date.


 


ELECTION TO PURCHASE


TO BE EXECUTED IF WARRANT HOLDER DESIRES


TO EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The undersigned hereby irrevocably elects to exercise,
on                     ,
         (the “Exercise Date”),                           
Warrants, evidenced by this Warrant Certificate, to purchase,                                   
of the shares of Common Stock (each a “Share”)
of Oracle Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and represents that, on or
before the Exercise Date, such holder has tendered payment for such Shares by
certified or official bank check or bank wire transfer in immediately available
funds to the order of the Company c/o Continental Stock Transfer & Trust
Company, 17 Battery Place, New York, New York 10004, in the amount of $                          
in accordance with the terms hereof.  The
undersigned requests that said number of Shares be in fully registered form,
registered in such names and delivered, all as specified in accordance with the
instructions set forth below.


 


If said number of Shares is less than all of the
Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
evidencing the remaining balance of the Warrants evidenced hereby be issued and
delivered to the holder of the Warrant Certificate unless otherwise specified
in the instructions below.


 





















 


Dated:                                   ,
        


 


	
  Name

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Please Print)

  
	
  /  /  /  / -
  /  /  / -
  /  /  /  /  /

  	
   

  	
   

  
	
  (Insert Social Security

  	
   

  	
   

  
	
  or Other Identifying

  	
   

  	
   

  
	
  Number of Holder)

  	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
										



 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
				



 


This
Warrant may only be exercised by presentation to the Warrant Agent at one of
the following locations:


 


By hand at:


 


By mail at:


 


The
method of delivery of this Warrant Certificate is at the option and risk of the
exercising holder and the delivery of this Warrant Certificate will be deemed
to be made only when actually received by the Warrant Agent.  If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended.  In all cases, sufficient time should be
allowed to assure timely delivery.


 


(Instructions
as to form and delivery of Shares and/or Warrant Certificates)


 


	
  Name in which Shares

  	
   

  	
   

  
	
  are to be registered if other than

  	
   

  	
   

  
	
  in the name of the registered holder

  	
   

  	
   

  
	
  of this Warrant Certificate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address to which Shares

  	
   

  	
   

  
	
  are to be mailed if other than to the

  	
   

  	
   

  
	
  address of the registered holder of

  	
   

  	
   

  
	
  this Warrant
  Certificate as shown on

  	
   

  	
   

  
	
  the books of the Warrant Agent:

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State) (Zip Code)

  
	
   

  	
   

  	
   

  
	
  Name in which Warrant Certificate

  	
   

  	
   

  
	
  evidencing unexercised Warrants, if any,

  	
   

  	
   

  
	
  are to be registered if other than in the

  	
   

  	
   

  
	
  name of the registered holder of this

  	
   

  	
   

  
	
  Warrant Certificate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address to which certificate representing

  	
   

  	
   

  
	
  unexercised Warrants, if any, are to be

  	
   

  	
   

  
	
  mailed if other than to the address of

  	
   

  	
   

  
	
  the registered holder of this Warrant

  	
   

  	
   

  
	
  Certificate as shown on the books of

  	
   

  	
   

  
	
  the Warrant Agent:

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State) (Zip Code)

  



 





















 


	
   

  	
   

  	
  Dated:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  must conform in all respects to the name of the holder as specified on the face
  of this Warrant Certificate. If Shares, or a Warrant Certificate evidencing
  unexercised Warrants, are to be issued in a name other than that of the
  registered holder hereof or are to be delivered to an address other than the
  address of such holder as shown on the books of the Warrant Agent, the above
  signature must be guaranteed by a an Eligible Guarantor Institution (as that
  term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as
  amended).

  



 


SIGNATURE GUARANTEE


	
  Name
  of Firm

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
  Area
  Code

  	
   

  
	
  and Number

  	
   

  	
   

  
	
  Authorized

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
  Dated:
  

  	
   

  	
  ,
  20

  	
   

  	
   

  
											



 





















 


ASSIGNMENT


 


(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER


DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE RECEIVED,                                   
HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO            
                                                                                                     


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Please
  print name and address

  	
   

  	
  (Please
  insert social security or

  	
   

  
	
  including
  zip code of assignee)

  	
   

  	
  other
  identifying number of assignee)

  	
   

  



 


the rights represented by
the within Warrant Certificate and does hereby irrevocably constitute and
appoint                         
Attorney to transfer said Warrant Certificate on the books of the Warrant Agent
with full power of substitution in the premises.


 


	
  Dated:

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature
  must conform in all respects to the name of the holder as specified on the
  face of this Warrant Certificate and must bear a signature guarantee by an
  Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of
  the Securities Exchange Act of 1934, as amended).

  



 


SIGNATURE GUARANTEE


	
  Name
  of Firm

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
  Area
  Code

  	
   

  
	
  and Number

  	
   

  	
   

  
	
  Authorized

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
  Dated:
  

  	
   

  	
  ,
  20