Exhibit 10.1.1


 


                    ,
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 11 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.             The undersigned agrees to indemnify and hold harmless
the Company, jointly and severally with Joel D. Liffmann, against any and all
loss, liability, claims, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in
investigating preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become subject as a
result of (i) any claim by any vendor or other person who is owed money by
the Company for services rendered or products sold, or (ii) any claim by
any acquisition target that the Company did not pay, or reimburse, such target
for the fees and expenses of third party providers of services (such as
accountants, consultants and attorneys) to the target that the Company agreed
in writing with the target to be liable for, in accordance with the terms of
such agreement, but in each case only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the amount in
the Trust Fund (or, in the event that such claim arises after the distribution
of the Trust Fund, to the extent necessary to ensure that the Company’s former
stockholders other than the undersigned and Joel D. Liffmann are not liable for
any amount of such loss, liability, claim, damage or expense).


 


4.             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.


 


5.             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.


 


6.             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.


 


7.             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.


 


8.             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.


 


9.             The undersigned agrees to be Chairman of the Board of
Directors 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.


 


10.           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 Chairman of the
Board of Directors.


 


11.           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, and provided further that Section 3
of this agreement shall survive a termination pursuant to clause (ii).


 


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.


 


	
   

  	
   

  	
   

  
	
   

  	
  Larry
  N. Feinberg

  
	
   

  	
   

  
	
   

  	
   

  
	
  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: