Form of Warrant Agreement



 EXHIBIT 4.4 
 FORM OF WARRANT AGREEMENT 
 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”). 
 WHEREAS, the Company has determined to issue and deliver to Pecksland Partners, LLC (“Pecksland”) in a private placement 4,000,000
Warrants (the “Private Warrants”), each of such Private Warrants evidencing the right of the holder thereof to purchase one share of Common Stock for $6.00, subject to adjustment as provided herein; 
 WHEREAS, the Company is engaged in a public offering (“Public Offering”) of Units (the “Units”) and, in connection
therewith, has determined to issue and deliver to Deutsche Bank Securities Inc. (“Deutsche”) and Lazard Capital Markets LLC (“Lazard” and, together with Deutsche, the “Underwriters”)
(i) 15,625,000 Units (the “Public Units”), each Public Unit consisting of one share of the Company’s Common Stock, par value $0.001 per share, and one warrant (all such warrants collectively, the “Public
Warrants”) and (ii) an option to purchase up to 2,343,750 additional units (the “Over Allotment Units”), each Over Allotment Unit consisting of one share of the Company’s Common Stock, par value $0.001 per share,
and one warrant (all such warrants collectively, the “ Underwriters’ Warrants” and together with the Public Warrants and the Private Warrants, the “Warrants”), each of such Warrants evidencing the right of the
holder thereof to purchase one share of Common Stock, for $6.00, subject to adjustment as described herein; and 
 WHEREAS, the Company has
filed with the Securities and Exchange Commission (“Commission”) a Registration Statement, No. 333-144718 on Form S-1 (the “Registration Statement”) for the registration, under the Securities Act of 1933,
as amended (“Act”) of, among other securities, the Public Units and the Over Allotment Units, and the Common Stock issuable upon exercise of the Public Warrants and the Underwriters’ Warrants; and 
 WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and 
 WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and 
 WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Warrant Agreement. 
 NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 
 1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Warrant Agreement. 







 2. WARRANTS. 
 2.1 FORM OF WARRANT. Each Warrant shall be issued in registered form only; except as set forth herein, shall be in substantially the form of Exhibit A attached hereto, the provisions of which are incorporated herein; and shall
be signed by, or bear the facsimile signature of, the President of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Warrants shall initially be represented by one or more book-entry certificates (each, a “Book
Entry Warrant Certificate”). 
 2.2 EFFECT OF COUNTERSIGNATURE. Unless and until countersigned by the Warrant Agent pursuant
to this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof. 
 2.3
REGISTRATION. 
 2.3.1 WARRANT REGISTER. The Warrant Agent shall maintain books (“Warrant Register”), for the
registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, or, in the case of the Private Warrants, the delivery of definitive warrant certificates in physical form to the Warrant
Agent, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. 
 2.3.2 BENEFICIAL OWNER; REGISTERED HOLDER. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“Registered Holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. 
 2.4 DETACHABILITY OF WARRANTS. The securities comprising the Units will not be
separately transferable until five business days following the earlier to occur of (i) expiration or termination of the Underwriters’ over allotment option or (ii) its exercise in full (the “Detachment Date”), but in
no event will separate trading of the securities comprising the Units be allowed until the Company (a) files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Public Offering including the proceeds received by the Company from the exercise of the Underwriters’ over allotment option, if the over allotment option is exercised prior to the filing of the Form 8-K, and (b) issues a press release
announcing when such separate trading will begin. 
  

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 2.5 PRIVATE WARRANTS, PUBLIC WARRANTS AND UNDERWRITERS’ WARRANTS. The Private Warrants shall
have the same terms and be in the same form as the Public Warrants, except that the Private Warrants (i) may be exercised on a cashless basis, (ii) are subject to the restrictions on transferability and exercise set forth in Section 3.2 hereof
and (iii) are not subject to redemption as is provided for in Section 6.4. The Underwriters’ Warrants shall have the same terms and be in the same form as the Public Warrants. 
 3. TERMS AND EXERCISE OF WARRANTS. 
 3.1 WARRANT
PRICE. Each Public Warrant, Private Warrant and Underwriters’ Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Public Warrant and of this Warrant Agreement, to
purchase from the Company the number of shares of Common Stock stated therein, at an exercise price of $6.00 per whole share, subject to the adjustments provided in Section 4. The term “Warrant Price” as used in this Warrant Agreement
refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date; provided, however, that any change in
the Warrant Price must apply equally to all of the Warrants, and provided further that any reduction in Warrant Price must remain in effect for at least (20) business days. 
 3.2 DURATION OF WARRANTS. Except as set forth in this Section 3.2, a Warrant may be exercised only during the period (“Exercise
Period”) commencing on the later of (i) the consummation by the Company of a merger, capital stock exchange, asset or stock acquisition or other similar business combination (“Business Combination”) (as
described more fully in the Registration Statement) and (ii)                  , 2008, and terminating at 5:00 p.m., New York city time on the earlier
to occur of (i)                  , 2011 or (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement
(“Expiration Date”). Notwithstanding the foregoing, the Private Warrants (1) may not be sold or otherwise transferred until that date which is ninety (90) days following the date upon which the Company consummates a Business
Combination, (2) may not be exercised until the later of the date that is ninety (90) days following the date upon which the Company consummates a Business Combination and
                 , 2008, (3) may be exercised on a cashless basis and (4) will not be subject to redemption. Except with respect to the right to
receive the Redemption Price (as set forth in Section 6 hereunder but excluding the Private Warrants), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that any
extension of the duration of the Warrants must apply equally to all of the Warrants, except that any amendment to the terms of the Underwriter’s Warrants shall be subject to any limitations and conditions that may be imposed by FINRA Corporate
Financing Rule 2710. Should the Company wish to extend the Expiration Date of the Warrants, the Company shall provide advance notice to the American Stock Exchange as required by the American Stock Exchange. 
 3.3 EXERCISE OF WARRANTS 
 3.3.1
Payment. Subject to the provisions of the Warrant, this Warrant Agreement a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the
office of 

  

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its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full, in lawful money of the United States, in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company), the Warrant Price for each whole share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance of the Common Stock. 
 3.3.2 Issuance of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and
if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
securities pursuant to the exercise of a Warrant unless a registration statement under the Act with respect to the Common Stock is effective. 
 3.3.3 Limitations. Notwithstanding the foregoing, and except with respect to the Private Warrants, the Company shall not be obligated to deliver any Shares pursuant to the exercise of a Warrant and shall have no obligation to settle
the Warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Shares is effective and a current Prospectus is on file with the Commission. Except with
respect to the Private Warrants, in the event that a registration statement with respect to the Shares underlying a Warrant is not effective under the Securities Act or a current Prospectus is not on file with the Commission, the holder of such
Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything to the contrary in this Warrant Agreement, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised
by, or Shares issued to, any registered holder in any state in which such exercise or issuance would be unlawful. For the avoidance of doubt, as a result of this Section 3.3.3, any or all of the Warrants may expire unexercised. In no
event shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus
is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its reasonable best efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent.

 3.4 VALID ISSUANCE. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant
Agreement shall be validly issued, fully paid and nonassessable. 
 3.5 DATE OF ISSUANCE. Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the stock transfer books are open. 
  

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 4. ADJUSTMENTS. 
 4.1.1 Stock Dividends — Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each
Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock. 
 4.1.2 Extraordinary Dividend. If
the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend in cash or securities to the holders of the Common Stock (or shares of the Company’s capital stock into which the Warrants are convertible), then
upon the exercise of the Warrants, the registered holder shall be entitled to a proportionate share of any such dividend as if the shares of Common Stock purchased upon exercise hereof by such registered holder had been purchased and outstanding on
the record date fixed for the determination of the holders of the Common Stock entitled to receive such dividend. 
 4.2 AGGREGATION OF
SHARES. If after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in
proportion to such decrease in outstanding shares of Common Stock. 
 4.3 ADJUSTMENTS IN EXERCISE PRICE. Whenever the number of shares
of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
shares of Common Stock so purchasable immediately thereafter. 
 4.4 REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of
any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant
holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms 

  

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and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common
Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. 
 4.5 NOTICES OF CHANGES IN WARRANT. Upon every adjustment of
the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to the Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 
 4.6 NO FRACTIONAL
SHARES. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of the shares of Common Stock to be issued to
the Warrant holder. 
 4.7 FORM OF WARRANT. The form of Warrant need not be changed because of any adjustment pursuant to this
Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Warrant Agreement. However, the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed. 
 5. TRANSFER AND EXCHANGE OF WARRANTS. 
 5.1 TRANSFER OF WARRANTS. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Public Unit on the register relating to such Units shall operate also to transfer the
Warrants included in such Unit. From and after the Detachment Date this Section 5.1 will have no further force and effect. 
  

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 5.2 REGISTRATION OF TRANSFER. The Warrant Agent shall register the transfer, from time to time, of
any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

 5.3 PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the depository, to a successor
depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefore until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 
 5.4 FRACTIONAL WARRANTS. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant. 
 5.5 SERVICE CHARGES. No service charge shall be made for any
exchange or registration of transfer of Warrants. 
 5.6 WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 
 6. REDEMPTION. 
 6.1 REDEMPTION. Subject to Sections 6.4 and 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time after they become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2. hereof at a redemption price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Common Stock has been at least $11.50 per share, on any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on
which notice of redemption is given. 
 6.2 DATE FIXED FOR, AND NOTICE OF, REDEMPTION. In the event the Company shall elect to redeem
all of the Warrants, the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not 

  

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less than 30 days prior to the date fixed for redemption to the registered holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. 
 6.3 EXERCISE AFTER NOTICE OF REDEMPTION. The Warrants may be exercised in accordance with Section 3 of this Warrant Agreement at any time
after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption. On and after the redemption date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price. 
 6.4 OUTSTANDING WARRANTS ONLY; REGISTRATION OR QUALIFICATION
OF COMMON STOCK. The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished
by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption are met. The Company may not redeem the Warrants unless such Warrants and the
common stock issuable upon exercise of such Warrants are covered by an effective registration statement from the date upon which the Company elects to redeem such Warrants through the date fixed for redemption. In the event that the common stock
issuable upon exercise of the Warrants has not been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants, the Company will not have the right to redeem the Warrants.

 6.5 EXCLUSION OF PRIVATE WARRANTS. Notwithstanding anything in this Warrant Agreement to the contrary, the Private Warrants shall
not be subject to redemption. 
 7. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS. 
 7.1 NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter. 
 7.2 LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is lost, stolen, mutilated,
or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone. 
 7.3 RESERVATION OF COMMON STOCK. The Company shall at all times reserve and
keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement. 
 7.4 REGISTRATION OF COMMON STOCK. The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and
Exchange 

  

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Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall
use its reasonable best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the
Company will use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration or redemption of the Warrants in accordance with the provisions of this Warrant
Agreement; provided, however, that the Company shall not be obligated to deliver Shares, and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares pursuant to Section 3, if a registration statement is not
effective or a current Prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use
reasonable best efforts pursuant to this Section 7.4. 
 8. CONCERNING THE WARRANT AGENT AND OTHER MATTERS. 
 8.1 PAYMENT OF TAXES. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares. 
 8.2 RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT. 
 8.2.1 APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after
giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the
Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any
successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights,
immunities, duties, and obligations. 
  

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 8.2.2 NOTICE OF SUCCESSOR WARRANT AGENT. In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment. 
 8.2.3 MERGER OR CONSOLIDATION OF WARRANT AGENT. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or
any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Warrant Agreement without any further act. 
 8.3 FEES AND EXPENSES OF WARRANT AGENT. 
 8.3.1 REMUNERATION. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder. 
 8.3.2 FURTHER ASSURANCES. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the
provisions of this Warrant Agreement. 
 8.4 LIABILITY OF WARRANT AGENT. 
 8.4.1 RELIANCE ON COMPANY STATEMENT. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the President of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Warrant Agreement. 
 8.4.2 INDEMNITY. The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Warrant Agreement except as a result of the Warrant Agent’s negligence, willful misconduct, or bad faith. 
 8.4.3 EXCLUSIONS. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it
be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any 
  

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Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or
amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable. 
 8.5 ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon
the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of Warrants. 
 8.6 WAIVER. The Warrant Agent hereby waives
any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Warrant Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. 
 9. MISCELLANEOUS PROVISIONS. 
 9.1 SUCCESSORS.
All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 
 9.2 NOTICES. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as follows: 
 Golden Pond Healthcare, Inc. 
 18 Arrowhead Way 
 Darien, CT 06820

 Attn: Stephen F. Wiggins 
 with a copy to: 
 Kaye Scholer LLP 
 425 Park Avenue 
 New York, NY 10022 
 Attn: Emanuel S. Cherney, Esq. 
  

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 Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: 
 Continental Stock
Transfer & Trust Company 
 17 Battery Place 
 New York, New York 10004 
 Attn: Compliance Department 
 with a copy in each case to: 
 Deutsche Bank
Securities Inc. 
 Equity Capital Markets 
 60 Wall Street, 4th Floor 
 New York, New York 10005 
 Attn:
                                        

 And 
 Lazard Capital Markets
LLC 
 30 Rockefeller Plaza 
 New York, New York 10020 
 Attn:
                                        

 And 
 Debevoise &
Plimpton LLP 
 919 Third Avenue 
 New York, New York 10022 
 Attn: Peter J. Loughran, Esq. 
 9.3 APPLICABLE LAW. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to the conflicts of law principle thereof. The Company and the Warrant Agent each hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company and the Warrant Agent each hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the Company or the Warrant Agent may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company or the Warrant Agent in any action, proceeding or claim. 
  

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 9.4 AMENDMENT. This Agreement and the warrant certificate issued hereunder may be amended by the
parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters
or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the written consent of each of (i) Deutsche, as representative of the Underwriters and (ii) the registered holders of a majority of the then outstanding Warrants and
no modification or amendment shall affect the Public Warrants and the Private Warrants differently from one another. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance
with Sections 3.1 and 3.2 hereof, without such consent. 
 9.5 PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants, any
right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants. 
 9.6 EXAMINATION OF THE WARRANT AGREEMENT. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it. 
 9.7
COUNTERPARTS. This Warrant Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument. 
 9.8 EFFECT OF HEADINGS. The Section headings herein are for convenience only and are not part of this Warrant Agreement
and shall not affect the interpretation thereof. 
  

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 IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and
year first above written. 
  

							
	 Attest:
	 		 	GOLDEN POND HEALTHCARE, INC.
				
		 		 	By:	 	  

		 		 	Name:	 	Stephen F. Wiggins
		 		 	Title:	 	President and Chairman of the Board
			
	 Attest:
	 		 	 CONTINENTAL STOCK TRANSFER & TRUST
 COMPANY

				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	








 Exhibit A 
 [Form of Warrant] 
  

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