Exhibit 10.1.5


 


                    ,
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’s questionnaires furnished to
the Company and the Underwriter and attached hereto as Exhibit A
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 it is bound, to enter into this letter
agreement.


 


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, 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.


 


 


	
   

  	
  JDL OHAC LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Joel D. Liffmann

  
	
   

  	
   

  	
  Title: Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Oracle Healthcare
  Acquisition Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Mark A. Radzik

  	
   

  	
   

  
	
   

  	
  Title: Chief Financial
  Officer and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CRT Capital Group LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: