Exhibit 10.1.8


__________,
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 a Director 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


 


 


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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 a Director.


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


 


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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.


	
   

  	
   

  	
   

  
	
   

  	
  George W. Bickerstaff, III

  



 


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:

  	
   

  
				



 


 


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