Transfer Agent And Registrar Agreement

Exhibit 10.9


TRANSFER AGENT AND REGISTRAR AGREEMENT

This Transfer Agent and Registrar Agreement (this " Agreement" ) is entered into as of the day of , 2006, by and between Oracle Healthcare Acquisition Corp., a Delaware corporation (the " Company" ), and Continental Stock Transfer & Trust Company.

WHEREAS, the Company' s Registration Statement on Form S-1, No. 333-128748 (as amended from time to time), for its initial public offering (" IPO" ) of its securities has been declared effective by the Securities and Exchange Commission; and

WHEREAS, in connection with its IPO, the Company desires to enter into this Agreement for the purpose of appointing Continental Stock Transfer & Trust Company to serve as transfer agent and registrar (the " Transfer Agent and Registrar" ) of the Company' s common stock, par value $0.0001 per share (the " Common Stock" ), warrants to purchase one share of Common Stock at an exercise price of $6.00 per share (the " Warrants" ) and units (the " Units" ), each such Unit being comprised of one share of Common Stock and one Warrant (such Units, the Common Stock and Warrants are hereinafter referred to collectively as the " Securities." ); and

WHEREAS, all acts and things have been done and performed which are necessary to authorize the execution and delivery of this Agreement.

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:

I. The Transfer Agent and Registrar be and hereby is authorized to issue, register and countersign certificates of said Securities in such names and for such numbers of shares up to the full amount of such Securities which are authorized but unissued and to deliver such certificates and/or book entry positions as may be directed by resolution of the Board of Directors or by written order of the President and Secretary and an opinion of counsel in form and substance satisfactory to it and such other documentation as it may reasonably require. II. The Transfer Agent and Registrar be and hereby is authorized to accept for transfer and registration any outstanding certificates and/or book entry positions of said Securities properly endorsed and stamped as required by law, and to issue and countersign new certificates for a like number of shares or equivalent units of the same class of Securities in place thereof and to deliver such new certificates. III. The Transfer Agent and Registrar may use its own judgment in matters affecting its duties hereunder and shall be liable only for its own gross negligence or willful misconduct. The Company shall indemnify and hold harmless the Transfer Agent and Registrar for each act done by it in good faith in reliance upon any instrument or certificate representing the Securities believed by it to be genuine and to be signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.


IV. Any certificates of the said Securities issued, registered and countersigned by the Transfer Agent and Registrar shall bear the actual or facsimile signature of the present or any future President or Secretary and the actual or facsimile seal of the Company. Should any such officer die, resign or be removed from office prior to the issuance of any certificates representing the Securities which bear his signature, the Transfer Agent and Registrar may continue, until written notice to the contrary is received, to issue and register such certificates as and for the certificates representing the Securities notwithstanding such death, resignation or removal, and such certificated Securities when issued shall continue to be and to constitute valid certificates representing the Securities. V. The Transfer Agent and Registrar shall issue and register a new certificate or certificates of said Securities in lieu of lost, destroyed, stolen certificate or certificates representing such Securities upon the order of the Company, evidenced by a certified copy of a resolution of the Board of Directors, or written acknowledgement or direction of the President or Vice-President or Secretary or Treasurer, and upon the giving of a bond satisfactory to the Transfer Agent and Registrar, protecting it and the Company from any loss. VI. The Transfer Agent and Registrar is authorized and directed to open and maintain such ledgers and other books and to keep such records as may be required or deemed advisable in the performance of its agency. VII. This appointment and the authorizations in this Agreement shall cover and include any additional shares of said class or additional classes of securities which may hereafter be authorized and issued by the Company. VIII. When certificates representing the Securities shall be presented to it for transfer a ...