INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 25th, 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”).
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):
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”).
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
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
Windy City, Inc. (“Windy City”), holder of 824,449 WC 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):
