REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2009 • Pet DRx CORP • Agricultural services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of February, 2009, by and among Pet DRx Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
FINAL AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 20th, 2007 • Echo Healthcare Acquisition Corp. • Blank checks • Delaware
9,375,000 Units ECHO HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2005 • Echo Healthcare Acquisition Corp. • Blank checks • California
The undersigned, Echo Healthcare Acquisition Corp., a Delaware corporation (“Company”), along with the individuals whose names appear on the signature page hereto (but solely with respect to the Sections hereof indicated thereon), hereby confirms its agreement with Roth Capital Partners, LLC (“Roth Capital” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Roth Capital is acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Echo Healthcare Acquisition Corp. • February 2nd, 2006 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY ECHO HEALTHCARE ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2011.
FORM OF UNDERWRITING AGREEMENTWarrant 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2009 • Pet DRx CORP • Agricultural services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 13, 2009 between (i) PetDRx Corporation, a Delaware corporation (the “Company”); (ii) (“Indemnitee”) and (iii) [If Applicable] (together with its affiliates, the “Investors”).
ECHO HEALTHCARE ACQUISITION CORP. FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENTFounding Director Warrant • March 24th, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • Delaware
THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of March 22, 2006, between Echo Healthcare Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Chicago Investments, Inc., Windy City, Inc., Gary A. Brukardt, Gene E. Burleson, Alastair Clemow, Richard Martin and Kevin Pendergest, 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2009 • Pet DRx CORP • Agricultural services • Delaware
This Executive Employment Agreement (“Agreement”) is made effective as of March 18, 2009 (“Effective Date”), by and between Pet DRx Corporation, a Delaware corporation (“Company”), and Harry L. Zimmerman (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2007 • Echo Healthcare Acquisition Corp. • Agricultural services • Delaware
This Executive Employment Agreement (“Agreement”) is made effective as of October 19, 2007 (“Effective Date”), by and between XLNT Veterinary Care, Inc., a Delaware corporation (“Company”), and Gregory J. Eisenhauer (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 24th, 2007 • Echo Healthcare Acquisition Corp. • Agricultural services • Delaware
This Executive Employment Agreement (“Agreement”) is made effective as of October 19, 2007 (“Effective Date”), by and between XLNT Veterinary Care, Inc., a Delaware corporation (“Company”), and Steven T. Johnson (“Executive”).
SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENTSubordinated Revolving Line of Credit Agreement • March 24th, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • Delaware
This Subordinated Revolving Line of Credit Agreement (this “Agreement”) is made as of March 22, 2006 by and between Echo Healthcare Acquisition Corp., a Delaware corporation (“Borrower”), and the individuals and entities set forth on Schedule A (“Lenders”), with reference to the following facts.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2005 • Echo Healthcare Acquisition Corp. • Blank checks • Delaware
This Agreement is made as of ___________, 2005 by and between ECHO HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”) and Corporate Stock Transfer, Inc. a Colorado corporation (the “Trustee”).
Roth Capital Partners, LLC 24 Corporate Plaza Newport Beach, CA 92660 Re: Echo Healthcare Acquisition Corp. Gentlemen:Echo Healthcare Acquisition Corp. • October 31st, 2005 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of Echo Healthcare Acquisition Corp. (the “Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.0001 per share, of the Company (the “Common Stock”) and one Warrant to purchase one share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless Roth Capital Partners, LLC (“Roth”) informs the Company of its decision to allow earlier separate trading.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • New York
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 2nd, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • New York
WARRANT AGENT AGREEMENT (the “Agreement”) dated as of ___________, 2006, by and between ECHO HEALTHCARE ACQUISITION CORP., a Delaware corporation, with offices at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA 22182 (the “Company”), and Corporate Stock Transfer, Inc. a Colorado corporation, with offices at 320 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209 (“CST” or the “Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 2nd, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2006 (the “Agreement”), by and among ECHO HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”) and Corporate Stock Transfer, Inc. a Colorado corporation (the “Escrow Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTSCredit Agreement and Loan Documents • February 25th, 2008 • Pet DRx CORP • Agricultural services
This First Amendment to Credit Agreement and Loan Documents (this “Amendment”) is dated as of February 19, 2008 by and among FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership (“Lender”) and (i) XLNT VETERINARY CARE, INC., a Delaware corporation (“Lead Borrower”); (ii) ADLER VETERINARY GROUP, INC., a California corporation, ANIMAL CLINIC OF YUCCA VALLEY, INC., a California corporation, ANIMAL EMERGENCY CLINIC OF THE DESERT, INC., a California corporation, ANIMAL MEDICAL HOSPITAL, INC., a California corporation, BONITA PET HOSPITAL, INC., a California corporation, BRENTWOOD PET CLINIC, INC., a California corporation, ELDORADO ANIMAL HOSPITAL, INC., a California corporation, JERAULD L. WOODRING, INC., a California corporation, LAWRENCE PET HOSPITAL, INC., a California corporation, MCCONNELL & FENTON CORPORATION, a California corporation, RAINBOW HAWK, INC., a California corporation, SAN CARLOS VETERINARY HOSPITAL, INC., a California corporation, SOUTH BAY VETERINARY
FORM OF SELECTED DEALERS AGREEMENTForm of Selected Dealers Agreement • February 2nd, 2006 • Echo Healthcare Acquisition Corp. • Blank checks • New York
STOCK PURCHASE AGREEMENT by and among VCA ANTECH, INC., SNOW MERGER ACQUISITION, INC., PET DRX CORPORATION, and each of the PERSONS LISTED AS SELLERS ON THE SIGNATURE PAGES HERETO Dated as of June 2, 2010Stock Purchase Agreement • June 8th, 2010 • Pet DRx CORP • Agricultural services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 2, 2010, is by and among (i) VCA Antech, Inc., a Delaware corporation (“Parent”), (ii) Snow Merger Acquisition, Inc., a Delaware corporation (“Buyer”), (iii) Pet DRx Corporation, a Delaware corporation (the “Company”), (iv) Harry L. Zimmerman, an individual, in his capacity as the Sellers’ Representative (defined below), and (v) each Person listed as a seller on the signature pages hereto (individually, “Seller” and collectively, the “Sellers”).
Consent of Proposed DirectorEcho Healthcare Acquisition Corp. • November 7th, 2007 • Agricultural services
The undersigned hereby consents to serve as a director of Echo Healthcare Acquisition Corp. (“Echo”) if the Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2007, by and among Echo, Pet DRx Acquisition Company, Echo’s wholly-owned subsidiary, and XLNT Veterinary Care, Inc., and the transactions contemplated by the Merger Agreement, are consummated, and to be named as a potential director of Echo in the Registration Statement on Form S-4 related to the merger agreement.
Consent of Proposed DirectorEcho Healthcare Acquisition Corp. • November 7th, 2007 • Agricultural services
The undersigned hereby consents to serve as a director of Echo Healthcare Acquisition Corp. (“Echo”) if the Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2007, by and among Echo, Pet DRx Acquisition Company, Echo’s wholly-owned subsidiary, and XLNT Veterinary Care, Inc., and the transactions contemplated by the Merger Agreement, are consummated, and to be named as a potential director of Echo in the Registration Statement on Form S-4 related to the merger agreement.
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”).
July 15, 2005 Echo Healthcare Acquisition Corp. Suite 1300 Vienna, VA 22182 Roth Capital Partners, LLC Newport Beach, CA 92660Voting Agreement • August 25th, 2005 • Echo Healthcare Acquisition Corp. • Blank checks
Chicago Investments, Inc. (“Chicago Investments”), holder of 506,406 CI Shares (as defined below), in consideration of Roth Capital Partners, LLC (“Roth Capital”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering (“IPO”) of the securities of Echo Healthcare Acquisition Corp. (the “Company”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 9 hereof):
AMENDED AND RESTATED BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 2nd, 2009 • Pet DRx CORP • Agricultural services • California
THIS AMENDED AND RESTATED BUSINESS LOAN AGREEMENT (this “Agreement”) entered into as of March 30, 2009, is made and executed between PET DRx VETERINARY GROUP, INC., a Delaware corporation (“Borrower”), as successor in interest to XLNT VETERINARY CARE, INC., a Delaware corporation, and HUNTINGTON CAPITAL, L.P., a federally licensed small business investment company (“Lender”), on the following terms and conditions. Borrower has received a commercial loan from Lender (“Loan”). Borrower understands and agrees that: a) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement, and b) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 25th, 2005 • Echo Healthcare Acquisition Corp. • Blank checks • Delaware
STOCK ESCROW AGREEMENT, dated as of __________, 2005 (the “Agreement”), by and among ECHO HEALTHCARE ACQUISITION CORP., a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”) and Corporate Stock Transfer, Inc. a Colorado corporation (the “Escrow Agent”).
Consent of Proposed DirectorEcho Healthcare Acquisition Corp. • November 7th, 2007 • Agricultural services
The undersigned hereby consents to serve as a director of Echo Healthcare Acquisition Corp. (“Echo”) if the Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2007, by and among Echo, Pet DRx Acquisition Company, Echo’s wholly-owned subsidiary, and XLNT Veterinary Care, Inc., and the transactions contemplated by the Merger Agreement, are consummated, and to be named as a potential director of Echo in the Registration Statement on Form S-4 related to the merger agreement.
CREDIT AGREEMENTCredit Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • New York
Consent of Proposed DirectorEcho Healthcare Acquisition Corp. • November 7th, 2007 • Agricultural services
The undersigned hereby consents to serve as a director of Echo Healthcare Acquisition Corp. (“Echo”) if the Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2007, by and among Echo, Pet DRx Acquisition Company, Echo’s wholly-owned subsidiary, and XLNT Veterinary Care, Inc., and the transactions contemplated by the Merger Agreement, are consummated, and to be named as a potential director of Echo in the Registration Statement on Form S-4 related to the merger agreement.
ECHO HEALTHCARE ACQUISITION CORP.Echo Healthcare Acquisition Corp. • August 25th, 2005 • Blank checks
This letter will confirm our agreement that, commencing on the effective date “Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Echo Healthcare Acquisition Corp. (“Echo”), and continuing until the earlier of the consummation by Echo of a “Business Combination” (as described in Echo’s prospectus relating to the IPO) or Echo’s liquidation (such date the “Termination Date”), Windy City, Inc. (“Windy City”) shall make available to Echo certain office and secretarial services as may be required by Echo from time to time, situated at 8000 Towers Crescent Drive, Suite 1300, Vienna, Virginia 22182. In exchange therefore, Echo shall pay Windy City the sum of $7,500 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date. Echo has informed Windy City that certain net proceeds from the IPO are held in trust (the “Trust Fund”) for the benefit of the public stockholders as more fully described
SEPARATION AGREEMENTConsulting Agreement • January 2nd, 2009 • Pet DRx CORP • Agricultural services • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of December, 2008, by and between PET DRX CORPORATION, a Delaware corporation (the “Company”), and STEVEN T. JOHNSON (“Executive”).
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”).
ContractBackstop Agreement • January 3rd, 2008 • Echo Healthcare Acquisition Corp. • Agricultural services • New York
