Exhibit 10.1.6


 


                    ,
2005


 


Oracle Healthcare Acquisition Corp.


200 Greenwich Avenue, 3rd Floor


Greenwich, CT 06830


 


CRT Capital Group LLC


262
Harbor Drive


Stamford,
CT 06902


 


Re:          Initial Public
Offering


 


Ladies and Gentlemen:


 


This letter is being delivered to you in
accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Oracle Healthcare Acquisition Corp., a Delaware
corporation (the “Company”), and CRT Capital Group LLC (the “Underwriter”),
relating to an underwritten initial public offering (the “IPO”) of the
Company’s units (the “Units”), each comprised of one share of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one warrant exercisable for one share of Common Stock (the “Warrants”).  Certain capitalized terms used herein are
defined in paragraph 10 hereof.


 


In order to induce the Company and the
Underwriter to enter into the Underwriting Agreement and to proceed with the
IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agrees with the Company and the Underwriter as follows:


 


1.             If the Company
solicits approval of its stockholders of a Business Combination, the
undersigned will vote all shares of Common Stock, including Insider Shares and
IPO Shares, owned by him in accordance with the majority of the votes cast by
the Public Stockholders.


 


2.             In the event that the
Company fails to consummate a Business Combination within 18 months from the
effective date (“Effective Date”) of the registration statement relating
to the IPO or 24 months under the circumstances described in the prospectus
relating to the IPO (the first to occur of such dates, the “Transaction
Failure Date”), the undersigned will take all reasonable actions within his
power to (i) cause the Trust Fund to be liquidated and distributed to the
holders of the IPO Shares as soon as practicable but in no event later than 60
(sixty) calendar days after the Transaction Failure Date and (ii) cause
the Company to dissolve and liquidate as soon as practicable (the earliest date
on which the conditions in clauses (i) and (ii) are both satisfied
being the “Liquidation Date”). 
The undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any distributions of the Trust Fund as a result of
such distribution, or to any other amounts distributed in connection with a
liquidating distribution of the Company with respect to his Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and will
not seek


 





















 


recourse
against the Trust Fund for any reason whatsoever.  The undersigned hereby agrees that the
Company shall be entitled to reimbursement from the undersigned for any
distribution of the Trust Fund, or any other amounts distributed by the Company
in connection with a liquidating distribution, received by the undersigned in
respect of such person’s Insider Shares.


 


3.             In order to minimize
potential conflicts of interest which may arise from multiple affiliations, the
undersigned agrees to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire
all or substantially all of the outstanding equity securities of, or otherwise
acquire or acquire control of (through merger, capital stock exchange, asset
acquisition, stock purchase or other business combination), an operating
business in the health care industry, until the earlier of the consummation by
the Company of a Business Combination, the distribution of the Trust Fund or
until such time as the undersigned ceases to be an officer or director of the
Company; provided, however, that the
presentation of such opportunities to the Company shall in each case be subject
to any fiduciary or contractual obligation of the undersigned arising from a
fiduciary or contractual relationship established prior to the undersigned’s
fiduciary relationship with the Company.


 


4.             The undersigned
acknowledges and agrees that the Company will not consummate any Business Combination
which involves a company which is affiliated with any of the Insiders or their
respective affiliates unless the Company obtains an opinion from an independent
investment banking firm that the business combination is fair to the Company’s
stockholders from a financial perspective.


 


5.             Neither the
undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive and will not accept any
compensation for services rendered to the Company prior to the consummation of
the Business Combination, provided that commencing on the effective date
of the IPO, Oracle Investment Management, Inc. (“Related Party”)
shall be allowed to charge the Company $7,500 per month to compensate it for
the Company’s use of Related Party’s offices, utilities and personnel.  The undersigned shall also be entitled to
reimbursement from the Company for his out-of-pocket expenses incurred in
connection with seeking and consummating a Business Combination.


 


6.             Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the
undersigned will be entitled to receive, or accept, a finder’s fee or any other
compensation in the event the undersigned, any member of the family of the
undersigned or any affiliate of the undersigned originates a Business
Combination.


 


7.             The undersigned will
escrow his Insider Shares for the three year period commencing on the Effective
Date subject to the terms of a Stock Escrow Agreement which the Company will
enter into with an escrow agent acceptable to the Company.


 


8.             The undersigned
agrees to be Chief Financial Officer and Secretary until the earlier of the
consummation by the Company of a Business Combination or the Liquidation
Date.  The undersigned’s biographical
information furnished to the Company and the underwriter and attached hereto as
Exhibit A is true and accurate in all respects, does not omit any
material information with respect to the undersigned’s background and contains
all of the information required to be disclosed pursuant to Section 401 of
Regulation S-K, promulgated under the Securities Act of 1933.  The


 





















 


undersigned’s
questionnaires furnished to the Company and the Underwriter and attached hereto
as Exhibit B are true and accurate in all respects.  The undersigned represents and warrants that:


 


(a)           the undersigned is not
subject to or a respondent in any legal action for any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction;


 


(b)           the undersigned has
never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to any dealings in any securities
and the undersigned is not currently a defendant in any such criminal
proceeding; and


 


(c)           the undersigned has
never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registrations denied, suspended or revoked.


 


The undersigned understands that the Underwriter may conduct a
background check with respect to the undersigned, and hereby authorizes any
employer, financial institution or consumer credit reporting agency to release
to the Underwriter and its legal representatives or agents (including any
investigative search firm retained by the Underwriter) any information they may
have about the undersigned’s background and finances (“Information”).  Neither the Underwriter nor its agents shall
be violating the undersigned’s right of privacy in any manner in requesting and
obtaining the Information or in otherwise performing a background check, and
the undersigned hereby releases them from liability for any damage whatsoever
in that connection.


 


9.             The undersigned has
full right and power, without violating any agreement by which he is bound
(including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this letter
agreement and to serve as Chief Financial Officer and Secretary.


 


10.           As used herein, (i) a
“Business Combination” shall mean the initial acquisition by merger,
capital stock exchange, asset acquisition, stock purchase or other similar
business combination transaction of an operating business in the healthcare
industry selected by the Company; (ii) “Insiders” shall mean all
officers, directors and stockholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the shares of Common
Stock of the Company owned by an Insider immediately prior to the IPO; (iv) “IPO
Shares” shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Public
Stockholders” shall mean the holders of IPO Shares, excluding the Insiders
which are holders of IPO Shares, if any; and (vi) “Trust Fund”
shall mean the Trust Account established under that certain Investment
Management Trust Agreement, dated as of the date hereof, between the Company
and Continental Stock Transfer & Trust Company.


 


The undersigned acknowledges and understands that the Underwriter and
the Company will rely upon the agreements, representations and warranties set
forth herein in proceeding with the IPO. 
Nothing contained herein shall be deemed to render the Underwriter a
representative of, or a fiduciary with respect to, the Company, its
stockholders, or any creditor or vendor of the Company with respect to the
subject matter hereof.


 





















 


This letter agreement shall be binding on the undersigned and such
person’s respective successors, heirs, personal representatives and
assigns.  This letter agreement shall
terminate on the earlier of (i) the Business Combination Date and (ii) the
Liquidation Date; provided that such termination shall not relieve the
undersigned from liability for any breach of this agreement prior to its
termination.


 


This letter 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.


 


No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the party against whom such amendment, change, waiver, alteration or
modification is to be enforced.


 


	
   

  	
   

  	
   

  
	
   

  	
  Mark A. Radzik

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed:

  	
   

  
	
   

  	
   

  
	
  Oracle Healthcare Acquisition Corp.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Joel D. Liffmann

  	
   

  
	
   

  	
  Title: President and Chief Operating Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  CRT Capital Group LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: