ContractPet DRx CORP • January 10th, 2008 • Agricultural services • California
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NO SALE, TRANSFER OR HYPOTHECATION OF THIS WARRANT OR ANY INTEREST THEREIN (INCLUDING THE SHARES WHICH MAY BE ACQUIRED BY THE EXERCISE OF THIS WARRANT) MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND UNDER APPLICABLE STATE LAWS UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE LAWS.
XLNT VETERINARY CARE, INC. NONINCENTIVE STOCK OPTION AGREEMENTNonincentive Stock Option Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • California
This Nonincentive Stock Option Agreement (“Agreement”) is made and entered into as of November 30, 2007 (“Grant Date”) by and between XLNT Veterinary Care, Inc., a Delaware corporation (the “Company”), and ___________________ (“Optionee”).
CREDIT AGREEMENTCredit Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • New York
BOARD VOTING AGREEMENTAdoption Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • Delaware
THIS BOARD VOTING AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of December, 2007, by and among Echo Healthcare Acquisition Corp., a Delaware corporation (the “Parent”), certain stockholders of the Parent and holders of options and/or warrants to acquire shares of the capital stock of the Parent listed on Schedule A hereto (“Stockholder Group A”), certain former stockholders of XLNT Veterinary Care, Inc., a Delaware corporation (the “Company”) and holders of options and warrants to acquire shares of the capital stock of the Company that following the Merger (as defined below) represent the right to receive shares of Parent Common Stock (as defined below) upon exercise) listed on Schedule B hereto (“Stockholder Group B”), and Galen Partners IV, L.P., Galen Partners International IV, L.P. and Galen Employee Fund IV, L.P. (“Stockholder Group C”), together with any transferees who become subject to the provisions hereof pursuant to Section 7.1 (each a “Key Holder
RIGHT OF FIRST OFFER AND LAST LOOKRight of First Offer and Last Look • January 10th, 2008 • Pet DRx CORP • Agricultural services
THIS RIGHT OF FIRST OFFER AND LAST LOOK (this “Agreement”) is entered into as of June 29, 2007, by and between XLNT VETERINARY CARE, INC., a Delaware corporation (“XLNT”) and FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership, and its successors and assigns (“Fifth Street”).
ENVIRONMENTAL COMPLIANCE AGREEMENTEnvironmental Compliance Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services
THIS ENVIRONMENTAL COMPLIANCE AGREEMENT (“Agreement”) is made as of June ___, 2007, by XLNT VETERINARY CARE INC., a Delaware corporation (“Obligor”), for the benefit of FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership (“Lender”).
CO-SALE AGREEMENTCo-Sale Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • New York
This CO-SALE AGREEMENT (this “Agreement”) is entered into as of September 11, 2006, by and among Echo Healthcare Acquisition Corp., a Delaware corporation (“Parent”), and each of the stockholders of the Company signatory hereto (each, a “Stockholder,” and together, the “Stockholders”).
Echo Healthcare Acquisition Corp.Pet DRx CORP • January 10th, 2008 • Agricultural services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of July 25, 2007 (the “Effective Date”), by and between XLNT Veterinary Care, Inc. (“Company”) and Robert Wallace (“Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services
This First Amendment to Credit Agreement (this “Amendment”) is dated as of November 27, 2007, by and between (i) FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership (“Lender”) and (ii) XLNT VETERINARY CARE, INC., a Delaware corporation (“Borrower”).
SECURITY AGREEMENTSecurity Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services
XLNT VETERINARY CARE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • California
This Non-Qualified Stock Option Agreement (“Agreement”) is made and entered into on November ___, 2007(“Grant Date”) by and between XLNT Veterinary Care, Inc., a Delaware corporation (the “Company”), and ___________ (“Optionee”).
Echo Healthcare Acquisition Corp.Pet DRx CORP • January 10th, 2008 • Agricultural services • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • Delaware
This Agreement, made and entered into this February 8, 2006 (“Agreement”), by and between XLNT Veterinary Care Inc., a Delaware corporation (“Company”), and __________ (“Indemnitee”):
ContractStock Purchase Warrant • January 10th, 2008 • Pet DRx CORP • Agricultural services • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION THEREFROM.
ContractPet DRx CORP • January 10th, 2008 • Agricultural services • California
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NO SALE, TRANSFER OR HYPOTHECATION OF THIS WARRANT OR ANY INTEREST THEREIN (INCLUDING THE SHARES WHICH MAY BE ACQUIRED BY THE EXERCISE OF THIS WARRANT) MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND UNDER APPLICABLE STATE LAWS UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE LAWS.
