0001145443-06-000609 Sample Contracts

FORM OF UNDERWRITING AGREEMENT
Warrant Agreement • March 3rd, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • New York

The undersigned, Echo Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”, referred to herein variously as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. are acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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ECHO HEALTHCARE ACQUISITION CORP. FORM OF FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT
Founding Director Warrant • March 3rd, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • Delaware

THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of March __, 2006, between Echo Healthcare Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and _______________________, on the other hand (collectively, the “Purchasers” or individually, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.

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