Exhibit 10.3


INVESTMENT MANAGEMENT TRUST AGREEMENT


This Agreement is made as of _________, 2006 by and
between Oracle Healthcare Acquisition Corp. (the “Company”) and
Continental Stock Transfer and Trust Company (“Trustee”).


WHEREAS, the Company’s Registration Statement on
Form S-1, No. 333- 128748 (as amended from time to time) (“Registration
Statement”), for its initial public offering of securities (“IPO”)
has been declared effective as of the date hereof by the Securities and
Exchange Commission (“Effective Date”); and


WHEREAS, CRT Capital LLC (“CRT”) is acting as
the representative of the underwriters in the IPO; and


WHEREAS, as described in the Company’s Registration
Statement, and in accordance with the Company’s Amended and Restated
Certificate of Incorporation, $94,500,000 of the net proceeds of the IPO
($108,750,000 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 $0.0001 per share, issued in the IPO as hereinafter provided and in
the event the Units are registered in Colorado, pursuant to Section 11-51-302(6)
of the Colorado Revised Statutes.  A copy
of the Colorado Statute is attached hereto and made a part hereof.  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,
including the terms of Section 11-51-302(6) of the Colorado Statute, in a
segregated trust account (“Trust Account”) established by the Trustee at
Lehman Brothers Inc.;


(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 (i) any “Government
Security,” which shall mean any Treasury Bill issued by the United States
government, having a maturity of one hundred and eighty days or less; or (ii)
any open ended investment company registered under the Investment Company Act
of 1940 that holds itself out as a money market fund and bears the highest
(AAA) credit rating issued by a United States nationally recognized rating
agency such as Standard & Poor’s Corporation or Moody’s Investor Services.


(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 CRT 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 to do so;


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


(i)            If there is any income tax obligation
relating to the income of the Property in the Trust Account, then, at the
written instruction of the Company, the Trustee shall disburse funds in an
amount specified by the Company, out of the Property in the Trust Account, as
owing to each such taxing authority; and


(j)            Commence liquidation of the Trust Account
only 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, signed on behalf of the Company by its President or
Chairman of the Board and Secretary and affirmed by its entire Board of
Directors, 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.  The Trustee understands and agrees that
disbursements from the Trust Account shall be made only pursuant to a duly
executed Termination Letter, together with the other documents referenced
herein.  In all cases, the Trustee shall
provide CRT with a copy of any Termination Letter and/or any other
correspondence that it receives with respect to any proposed withdrawal from
the Trust Account promptly after it receives the same.


2.             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
President, Chairman of the Board or Chief Financial Officer.  In addition, except with respect to its
duties under paragraph 1(i) 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 Company may participate in
such action with its own counsel; and


(c)           Pay the Trustee an
initial acceptance fee of $1,000 and an annual fee of $3,000 (it being
expressly understood that the Property shall not be used to pay such fee).  The Company shall pay 


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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
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 may be
provided in paragraph 2(b) hereof (it being expressly understood that the
Property shall not be used to make any payments to the Trustee under such
paragraph).


3.             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 paragraph 1 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;


(h)           File income tax or
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; and


(i)            Pay any taxes on behalf of
the Trust Account (it being expressly understood that, if there is any income tax obligation
relating to the income of the Property in the Trust Account, then, at 


3





















 


the written instruction
of the Company, the Trustee shall disburse funds in an amount specified by the
Company, out of the Property in the Trust Account, as owing to each such taxing
authority); and


(j)            Compute, confirm or otherwise verify
amounts requested by the Company pursuant to Paragraph 1(i) above.


4.             Trust Fund Waiver.  The Trustee has no right,
title, interest, or claim of any kind (“Claim”) in or to any monies in
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.


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 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 that arises due to any actions or omissions to act by
any party after such deposit; or


(b)           At such time that
the Trustee has completed the liquidation of the Trust Account in accordance
with the provisions of paragraph 1(j)
hereof, and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to
Paragraph 2(b); or


(c)           On such date after
________ __, 2007 when the Trustee deposits the Property with the United States
District Court for the Southern District of New York in the event that, prior
to such date, the Trustee has not received a Termination Letter from the
Company pursuant to paragraph 1(j).


6.             Miscellaneous.


(a)           The Company and the
Trustee each acknowledge that the Trustee will follow the security 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 C.  The Company and the Trustee will each
restrict access to confidential information relating to such security
procedures to authorized persons.  Each
party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any
change in its authorized personnel.  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 conflict of laws.  It may be executed in 


 


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several
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. 
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 CRT.  As to any claim,
cross-claim or counterclaim in any way relating to this Agreement, each party
waives the right to trial by jury.


(d)           The parties hereto
consent to the jurisdiction and venue of any state or federal court located in
the City of New York 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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Oracle Healthcare
  Acquisition Corp.

  	
   

  
	
   

  	
   

  	
  200 Greenwich Avenue

  	
   

  
	
   

  	
   

  	
  3rd Floor

  	
   

  
	
   

  	
   

  	
  Greenwich, Connecticut
  06830

  	
   

  
	
   

  	
   

  	
  (203) 862-7900

  	
   

  
	
   

  	
   

  	
  Attn:

  	
  Joel D. Liffmann

  
	
   

  	
   

  	
  Fax No.:

  	
  (203) 862-1601

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  in either case with a
  copy to:

  	
   

  	
   

  
	
   

  	
   

  	
  CRT Capital Group LLC

  	
   

  
	
   

  	
   

  	
  262 Harbor Drive

  	
   

  
	
   

  	
   

  	
  Stamford, CT 06902

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
  Fax No.:

  	
  [                               ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bingham McCutchen LLP

  	
   

  
	
   

  	
   

  	
  399 Park Avenue

  	
   

  
	
   

  	
   

  	
  New York, New York
  10022

  	
   

  
	
   

  	
   

  	
  Attn:

  	
  Floyd I. Wittlin, Esq.

  
	
   

  	
   

  	
  Fax No.:

  	
  (212) 752-5370

  
							



 


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  and

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Willkie Farr &
  Gallagher LLP

  	
   

  
	
   

  	
  787 Seventh Avenue

  	
   

  
	
   

  	
  New York, New York
  10019-6099

  	
   

  
	
   

  	
  Attn:

  	
  William H. Gump, Esq.

  
	
   

  	
  Fax No.:

  	
  (212) 728-8111

  
				



 


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


(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)           The Trustee hereby
consents to the inclusion of Continental Stock Transfer & Trust Company in
the Registration Statement and other materials relating to the IPO.


 


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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:

  



 


	
   

  	
  ORACLE HEALTHCARE ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
					



 


7





















 


EXHIBIT
A


[Letterhead of
Company]


[Insert date]


[________________]

Attn:  ]


Re:          Trust Account No. [                    ] Termination Letter


Gentlemen:


Pursuant
to the Investment Management Trust Agreement between Oracle
Healthcare Acquisition Corp. (“Company”) and Continental Stock Transfer& Trust Company (“Trustee”),
dated as of __________, 2005 (“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 two business days 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 (a) the Business Combination has been consummated and [(b)
the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute
have been met,] and (ii) the Company shall deliver to you 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 be 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,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ORACLE HEALTHCARE ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
						



 


 





















 


EXHIBIT
B


[Letterhead
of Company]


[Insert date]


[___________________

Attn:  ]


Re:          Trust
Account No. [             ] Termination
Letter


Gentlemen:


Pursuant to the Investment Management Trust
Agreement between Oracle Healthcare Acquisition Corp. (“Company”) and Continental Stock Transfer& Trust
Company (“Trustee”), dated as of _____________, 2005 (“Trust
Agreement”), this is to advise you that the Board of Directors of the
Company has voted to dissolve and liquidate the Company.  Attached hereto is a copy of the minutes of
the meeting of the Board of Directors of the Company relating thereto,
certified by the Secretary of the Company as true and correct and in full force
and effect.


In accordance with the terms of the Trust Agreement,
we hereby (a) certify to you that, if applicable, the provisions of Section
11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met and (b)
authorize you, to commence liquidation of the Trust Account.  You will notify the Company and
_________________ (“Designated Paying Agent”) in writing as to when all
of the funds in the Trust Account will be available for immediate transfer (“Transfer
Date”).  The Designated Paying Agent
shall thereafter notify you as to the account or accounts of the Designated
Paying Agent that the funds in the Trust Account should be transferred to on
the Transfer Date so that the Designated Paying Agent may commence distribution
of such funds in accordance with the Company’s instructions.  You shall have no obligation to oversee the
Designated Paying Agent’s distribution of the funds.  Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall be
terminated and the
Trust Account closed.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ORACLE HEALTHCARE ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
						



 


 


 





















 


EXHIBIT
C


 


	
  AUTHORIZED INDIVIDUAL(S)

  FOR TELEPHONE CALL BACK

  	
  AUTHORIZED

  TELEPHONE NUMBER(S)

  



 


	
   

  	
   

  
	
  Company:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Oracle Healthcare
  Acquisition Corp.

  	
   

  
	
  200 Greenwich Avenue

  	
   

  
	
  3rd Floor

  	
   

  
	
  Greenwich, Connecticut 06830

  	
   

  
	
  (203) 862-7900

  	
   

  
	
  Fax No.:  (203) 862-1601

  	
   

  
	
  Attn: Joel D. Liffmann, President and 

  	
   

  
	
  Chief Operating Officer

  	
  (203) 862-7900

  



 


	
   

  	
   

  
	
  Trustee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Continental Stock Transfer

  & Trust Company

  	
   

  
	
  17 Battery Place

  	
   

  
	
  New York, New York 10004

  	
   

  
	
  Fax No.:  (212) 509-5150

  	
   

  
	
  Attn:  Steven G. Nelson

  	
  (212)