CONFIDENTIAL
February 1, 2008
Oracle Healthcare Acquisition Corp.
200 Greenwich Ave., 3rd Floor
Greenwich, CT 06830
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Joel Liffmann |
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President and Chief Operating Officer |
Dear Joel:
This letter confirms the agreement between Oracle Healthcare Acquisition Corp. (the “Company†or “youâ€) and Piper Jaffray & Co. (“Piper Jaffray†or “we†or “usâ€) to engage us as your financial advisor as described below.
SERVICES
We agree to provide the following services during the term of our engagement in connection with the consummation of the proposed merger (the “Mergerâ€) of your wholly owned subsidiary with and into Precision Therapeutics, Inc. (“PTIâ€), pursuant to which PTI would survive as your wholly owned subsidiary:
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identify investors with potential interest in acquiring issued and outstanding shares of the Company’s common stock and use our commercially reasonable efforts to arrange meetings with these investors; |
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assist you in preparing any management presentation materials that you reasonably believe to be beneficial or necessary; |
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coordinate meeting and travel logistics as needed in the process; |
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assist you in preparing for due diligence reviews of the Company conducted by potential investors; and |
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execute, as agent, purchases by new investors, and related sales, of issued and outstanding shares of the Company. |
You acknowledge and agree that our engagement pursuant to this letter is not an agreement by us or any of our affiliates to underwrite or purchase any securities of the Company or otherwise provide any financing, nor an agreement by you to issue or sell any securities.
FEES AND EXPENSES
You agree to pay us fees equal to $750,000 in immediately available funds, payable upon the closing of the Merger.
Upon receipt of an invoice, you agree to reimburse us for our reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel, and reasonable allocation of database, courier and communication costs, whether or not the Merger is successfully closed. You understand that your reimbursement of the reasonable fees and disbursements of our counsel will be made on the basis of counsel’s generally applicable rates, which may be higher than the rates that counsel charges us for other matters based on arrangements that we have entered into with such counsel. This reimbursement obligation is in addition to the reimbursement of fees and expenses set forth below relating to attendance by us at proceedings or to indemnification and contribution as contemplated elsewhere in this agreement.
In the event our personnel must (by law or order of any governmental entity, regulatory body or court of competent jurisdiction) attend or participate in judicial or other proceedings to which we are not a party relating to the subject matter of this agreement, you shall pay us an additional per diem payment per person, at our customary rates, together with reimbursement of all reasonable and documented out-of-pocket expenses and disbursements, including reasonable attorneys’ fees and disbursements incurred by us in respect of our preparation for and participation in such proceedings.