Exhibit
10.1.7




	
                        , 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;


 


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(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


 


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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.


	
   

  	
   

  	
  Granite Creek Partners, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark A. Radzik

  
	
   

  	
   

  	
   

  	
  Title: Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  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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