0001193125-07-225966 Sample Contracts

FORM OF WARRANT AGREEMENT
Warrant Agreement • October 25th, 2007 • Golden Pond Healthcare, Inc. • Blank checks • New York

This Warrant Agreement is made as of , 2007 between Golden Pond Healthcare, Inc., a Delaware corporation, with offices at 18 Arrowhead Way, Darien, CT 06820 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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FORM OF STOCK ESCROW AGREEMENT
Stock Escrow Agreement • October 25th, 2007 • Golden Pond Healthcare, Inc. • Blank checks • New York

This Stock Escrow Agreement (this “Agreement”) is made and entered into as of , 2007 by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), Golden Pond Healthcare, Inc., a Delaware corporation (the “Company”), Pecksland Partners, LLC (“Pecksland”) and the other stockholders of the Company who are signatories hereto (collectively, and together with Pecksland, the “Stockholders”) with reference to the following facts:

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 25th, 2007 • Golden Pond Healthcare, Inc. • Blank checks • New York

This Agreement is made as of , 2007 by and between Golden Pond Healthcare, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

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