Preview | Registration Rights Agreement |

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the day of , 2006, by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (the Company), and the undersigned parties listed under Investors on the signature page hereto (each, an Investor and collectively, the Investors).

WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company;

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Founding Director Warrants held by them;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

Commission means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

Common Stock means the common stock, par value $0.0001 per share, of the Company.

Escrow Agreement means that certain Stock Escrow Agreement, dated as of , 2006, by and among the parties hereto and Continental Stock Transfer & Trust Company.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

Founding Director Warrants means the 833,334 warrants issued to certain of the Investors identified as purchasers of such warrants in the Founding Director Warrant Purchase Agreement dated of even date herewith.

Indemnified Party is defined in Section 4.3.

Indemnifying Party is defined in Section 4.3.

Investor is defined in the preamble to this Agreement.

Investor Indemnified Party is defined in Section 4.1.

Majority-In-Interest means the holders of a majority of the shares of Common Stock or other Registrable Securities on an as converted basis that are exercising their rights under this Agreement.

Maximum Number of Securities means, with respect to any type of security that is proposed to be offered, the maximum dollar amount or number of such security that can be sold in an offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.

Maximum Number of Shares means the maximum dollar amount or number of Registrable Shares that can be sold in an offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.

Maximum Number of Warrants means the maximum dollar amount or number of Registrable Warrants that can be sold in an offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.

Notices is defined in Section 6.3.

Piggy-Back Registration is defined in Section 2.2.1.

Register, registered and registration mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

Registrable Securities means (i) all of the shares of Common Stock owned or held by Investors, (ii) the Founding Director Warrants owned by certain Investors, and (iii) the shares of Common Stock underlying the Founding Director Warrants. Notwithstanding anything to the contrary, the Founding Director Warrants and shares of Common Stock underlying the Founding Director Warrants shall not constitute Registrable Securities until all shares of Common Stock held by certain Investors that are subject to the Escrow Agreement cease to be subject to the Escrow Agreement. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common Stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a

Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding or (d) the Commission makes a definitive determination to the Company that the Registrable Securities are salable under Rule 144(k).

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