Exhibit 10.2


     

      
        

      

    

    

      Exhibit
        10.2

      
 

      ECHO
        HEALTHCARE ACQUISITION CORP.

       

      FOUNDING
        DIRECTOR WARRANT 

      PURCHASE
        AGREEMENT 

       

      


      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.


       

      WHEREAS,
        the Purchasers are directors and stockholders of the Company; and 

       

      WHEREAS,
        in furtherance of the Company’s plan to obtain funding through an initial public
        offering (the “Offering”) of its units (the “Units”), each Unit consisting of
        one share of common stock (the “Unit Common Stock”) and one warrant to purchase
        one share of common stock (the “Unit Warrants” or a “Unit Warrant”) and to
        demonstrate the commitment of the initial stockholders of the Company to
        this
        plan, the Purchasers desire to make an investment in the Company by purchasing
        458,333 warrants in the amounts set forth opposite each Purchaser’s name on
Exhibit
        A
        (the
“Founding Director Warrants” or a “Founding Director Warrant” ) on the terms and
        conditions described herein; and 

       

      WHEREAS,
        the consummation of this Agreement is a condition to the closing of the Offering
        as described in the Underwriting Agreement by and among the Company and Morgan
        Joseph & Co. Inc., as representative of the several underwriters (the
“Representative”), which Underwriting Agreement is filed as an exhibit to the
        Company’s registration statement on Form S-1, SEC File No. 333-126650, as
        the same has been and may be amended from time to time hereafter (the
“Registration Statement”) and filed with the Securities and Exchange Commission
        (the “Commission”). 

       

      NOW
        THEREFORE, in consideration of the mutual promises contained in this Agreement
        and other good and valuable consideration, the receipt and sufficiency of
        which
        are hereby acknowledged, the parties to this Agreement hereby agree as follows:
        

       

      Section
        1. Authorization,
        Purchase and Sale; Terms of the Founding Director Warrants.
        

       

      A.    Authorization
        of the Founding Director Warrants.
        The
        Company has authorized, and hereby ratifies such authorization by execution
        hereof, the issuance and sale to the Purchasers of an aggregate of 458,333
        Founding Director Warrants. Each Founding Director Warrant shall upon exercise
        and payment of the exercise price specified therein entitle the holder to
        purchase one share of the Company’s common stock, par value $0.0001 per share
        (the “Common Stock”). 

       

      B.    Purchase
        and Sale of the Founding Director Warrants.
        The
        Company shall sell to the Purchasers, and subject to the terms and conditions
        set forth herein, the Purchasers shall severally purchase from the Company,
        contemporaneously with the closing of the Offering, an aggregate of 458,333
        Founding Director Warrants. Each Purchaser shall purchase that number of
        the
        Founding Director Warrants as is set forth opposite his name in the table
        contained in Exhibit
        A
        hereto.
        The purchase price of each Founding Director Warrant shall be $1.20 per warrant
        (the “Purchase Price”), which shall be paid in immediately available funds
        through wire transfers to the trust account (the “Trust Account”) to be
        established pursuant to that certain Investment Management Trust Agreement
        by
        and between the Company and Corporate Stock Transfer, Inc. (“CST”). The Purchase
        Price shall be wired to the Trust Account by the Purchasers so as to be on
        deposit in the Trust Account not less than 24 hours prior to the closing
        of the
        Offering. Amounts so received in the Trust Account shall be credited against
        the
        respective purchase obligations of the Purchasers as described on Exhibit
        A
        hereto.


       


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      


      C.    Terms
        of the Founding Director Warrants.
        The
        Founding Director Warrants shall carry rights and terms identical to those
        possessed by the Unit Warrants described in the Registration Statement, subject
        to the following exceptions: the Founding Director Warrants (i) will not be
        transferable or salable by the Purchasers until such time as the Company
        has
        completed a Business Combination, (ii) will be non-redeemable so long as
        the Purchasers hold such warrants following their issuance by the Company
        to
        such Purchasers, and (iii) together with the shares of Common Stock
        underlying the Founding Director Warrants, are and will be entitled to
        registration rights under the registration rights agreement (the “Registration
        Rights Agreement”) to be signed contemporaneously herewith between the
        Purchasers, the Initial Stockholders (as such term is defined in the
        Registration Statement) and the Company. The transfer restriction set forth
        in
        (i) above shall not apply to (a) transfers resulting from the death of
        any of the Purchasers, (b) transfers by operation of law, (c) any
        transfer for estate planning purposes to persons immediately related to the
        transferor by blood, marriage or adoption, or (d) any trust solely for the
        benefit of such transferor and/or the persons described in the preceding
        clause;
        provided, however, that with respect to each of the transfers described in
        clauses (a), (b), (c) and (d) of this sentence, that prior to such
        transfer, each permitted transferee or the trustee or legal guardian for
        each
        permitted transferee (hereinafter collectively, “Permitted Transferees” or a
“Permitted Transferee”) agrees in writing to be bound by the terms of this
        Agreement. Should any of the Purchasers transfer or sell Founding Director
        Warrants to persons other than Permitted Transferees after the Company has
        completed a Business Combination, then such Founding Director Warrants shall
        on
        the date of such transfer immediately become redeemable under the same terms
        as
        the Unit Warrants. Except as specifically provided in this Agreement, the
        terms
        of the Founding Director Warrants shall in all other respects be as set forth
        in
        the Warrant Agreement relating to the Unit Warrants by and between the Company
        and CST. In the event of any conflict between this Agreement and the Warrant
        Agreement, the terms and provisions of which are incorporated herein by
        reference, this Agreement shall control. 

       

      Section
        2. The
        Closing.
        The
        closing of the purchase and sale of the Founding Director Warrants to the
        Purchasers (the “Closing”) shall take place at the offices of Powell Goldstein
        at One Atlantic Center, 1201 West Peachtree Street, NW, Atlanta Georgia 30309
        at
        or immediately prior to the closing of the Offering. At the Closing, the
        Company
        shall deliver warrant certificates evidencing the Founding Director Warrants
        to
        be purchased by the Purchasers hereunder, registered in each Purchaser’s name,
        upon the payment of the aggregate purchase price therefor, by wire transfer
        of
        immediately available funds to the Trust Account. 

       

      Section
        3. Representations
        and Warranties of the Company.
        As a
        material inducement to the Purchasers to enter into this Agreement and purchase
        the Founding Director Warrants, the Company hereby represents and warrants
        that:


       

      A.    Organization
        and Corporate Power.
        The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware and is qualified to do business in
        every
        jurisdiction in which the failure to so qualify would reasonably be expected
        to
        have a material adverse effect on the financial condition, operating results
        or
        assets of the Company. The Company possesses all requisite corporate power
        and
        authority necessary to carry out the transactions contemplated by this
        Agreement. 

       

      B.    Authorization;
        No Breach.
        

       

      (i)    The
        execution, delivery and performance of this Agreement to which the Company
        is a
        party will have been duly authorized by the Company as of the Closing upon
        the
        approval hereof by the Company and its Board of Directors. This Agreement
        constitutes a valid and binding obligation of the Company, enforceable in
        accordance with its terms upon its execution. 

       

      (ii)    The
        execution and delivery by the Company of this Agreement, the sale and issuance
        of the Founding Director Warrants hereunder, the issuance of the Common Stock
        upon exercise of the Founding Director Warrants (except, with respect thereto,
        any filings required under Federal or state securities laws or issuance of
        one
        or more legal opinions in form and content reasonably satisfactory to the
        Company pertaining to the availability of one or more

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      exemptions
        with respect to the issuance of the Founding Director Warrants under applicable
        securities laws) and the fulfillment of and compliance with the respective
        terms
        hereof and thereof by the Company, do not and will not as of the Closing
        (i) conflict with or result in a breach of the terms, conditions or
        provisions of, (ii) constitute a default under, (iii) result in the
        creation of any lien, security interest, charge or encumbrance upon the
        Company’s capital stock or assets pursuant to, (iii) result in a violation
        of, or (iv) require any authorization, consent, approval, exemption or
        other action by or notice or declaration to, or filing with, any court or
        administrative or governmental body or agency pursuant to the Certificate
        of
        Incorporation of the Company or the bylaws of the Company, or any material
        law,
        statute, rule or regulation to which the Company is subject, or any agreement,
        order, judgment or decree to which the Company is subject, except for any
        filings required after the date hereof under Federal or state securities
        laws.


       

      C.    Title
        to Securities.
        Upon
        issuance in accordance with, and payment pursuant to, the terms hereof, the
        Founding Director Warrants to be purchased hereunder and, upon exercise of
        the
        Founding Director Warrants, payment of the exercise price set forth therein
        and
        conformance with the other provisions relating to the exercise thereto, the
        Common Stock issuable upon exercise of such Founding Director Warrants will
        be
        duly and validly issued, fully paid, nonassessable, and the Purchasers will
        have
        or receive good title to such securities, free and clear of all liens, claims
        and encumbrances of any kind, other than (a) transfer restrictions
        hereunder and under the other agreements contemplated hereby, (b) transfer
        restrictions under federal and state securities laws, and (c) liens, claims
        or encumbrances imposed due to the actions of the Purchaser. 

       

      D.    Governmental
        Consents.
        No
        permit, consent, approval or authorization of, or declaration to or filing
        with,
        any governmental authority is required in connection with the execution,
        delivery and performance by the Company of this Agreement, or the consummation
        by the Company of any other transactions contemplated hereby. 

       

      E.    Disclosure.
        (a) The Company has provided each Purchaser with a copy of the Registration
        Statement and each Amendment to the Company’s Registration Statement, or
        informed each Purchaser of the filing thereof and instructed or requested
        the
        Purchasers to review the Registration Statement and each such Amendment on
        the
        Commission’s website . The Company will provide the Purchasers with a copy of
        any and all amendments to the Registration Statement filed by the Company
        with
        the Commission prior to the Closing. (b) To the best of the Company’s
        knowledge as of the date hereof, neither this Agreement nor the Registration
        Statement, taken as a whole, contains any untrue statement of a material
        fact or
        omits to state a material fact necessary to make the statements herein or
        therein not misleading in light of the circumstances in which such statements
        were made. 

       

      Section
        4. Representations,
        Warranties and Covenants of Purchasers.
        As a
        material inducement to the Company to enter into this Agreement and issue
        and
        sell the Founding Director Warrants to the Purchasers, the Purchasers hereby
        severally represent, warrant and covenant to the Company (which representations,
        warranties and covenants shall survive the Closing) that: 

       

      A.    Capacity
        and State Law Compliance.
        Each
        Purchaser is an individual over the age of 21 years with the legal capacity
        to
        execute and perform the obligations imposed on each of the Purchasers hereunder.
        Each Purchaser has engaged in the transactions contemplated by this Agreement
        within a state in which the offer and sale of the Founding Director Warrants
        is
        permitted under applicable securities laws. The Purchaser understands and
        acknowledges that the purchase of Common Stock on exercise of the Founding
        Director Warrants may require the registration of such Common Stock under
        Federal and/or state securities laws or the availability of an exemption
        from
        such registration requirements. 

       

      B.    Authorization;
        No Breach.
        

       

      (i)    This
        Agreement constitutes a valid and binding obligation of each Purchaser,
        enforceable in accordance with its terms. 

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      (ii)    The
        execution and delivery by Purchasers of this Agreement and the fulfillment
        of
        and compliance with the respective terms hereof by Purchasers do not and
        shall
        not as of the Closing conflict with or result in a breach of the terms,
        conditions or provisions of any other agreement, instrument, order, judgment
        or
        decree to which Purchaser is subject. 

       

      C.    Investment
        Representations.
        

       

      (i)        
        Each
        of
        the Purchasers is acquiring the Founding Director Warrants and, upon exercise
        thereof, the Common Stock issuable upon such exercise (collectively, the
        “Securities”) for his own account, for investment only and not with a view
        towards, or for resale in connection with, any public sale or distribution
        thereof. 

       

      (ii)       
        Each
        Purchaser is an “accredited investor” as defined in Rule 501(a)(3) of Regulation
        D. 

       

      (iii)      
        Each
        Purchaser understands that the Securities are being offered and sold to him
        in
        reliance on specific exemptions from the registration requirements of United
        States federal and state securities laws and that the Company is relying
        in part
        upon the truth and accuracy of, and Purchaser’s compliance with, the
        representations, warranties and agreements of Purchaser set forth herein
        in
        order to determine the availability of such exemptions and the eligibility
        of
        Purchaser to acquire such securities. 

       

      (iv)      Each
        Purchaser initiated discussions with the Company relating to the purchase
        and
        sale of the Securities contemplated by this Agreement on an unsolicited basis
        prior to the date of this Agreement. The Purchasers did not initiate such
        discussions, nor did Purchasers decide to enter into this Agreement, as a
        result
        of any general solicitation or general advertising within the meaning of
        Rule
        502(c) under the Securities Act of 1933, as amended (the “Securities Act”),
        including the filing of the Registration Statement. 

       

      (v)       Each
        Purchaser has been furnished with all materials relating to the business,
        finances and operations of the Company and materials relating to the offer
        and
        sale of the Securities which have been requested by Purchaser. Each Purchaser
        has been afforded the opportunity to ask questions of the other executive
        officers and directors of the Company. Each Purchaser understands that his
        investment in the Securities involves a high degree of risk. Each Purchaser
        has
        sought such accounting, legal and tax advice as he has considered necessary
        to
        make an informed investment decision with respect to his acquisition of the
        Securities. Each Purchaser has received and reviewed a copy of the Registration
        Statement, including without limitation, the language therein under the caption
        “Risk Factors,” and signed the Registration Statement signature page in his
        capacity as an officer or director (or both) of the Company, as the case
        may be.


       

      (vi)      
        Each
        Purchaser understands that no United States federal or state agency or any
        other
        government or governmental agency has passed on or made any recommendation
        or
        endorsement of the Securities or the fairness or suitability of the investment
        in the Securities nor have such authorities passed upon or endorsed the merits
        of the offering of the Securities. 

       

      (vii)     
        Each
        Purchaser understands that: (a) the Securities have not been and are not
        being registered under the Securities Act or any state securities laws, and
        may
        not be offered for sale, sold, assigned or transferred unless
        (A) subsequently registered thereunder or (B) sold in reliance on an
        exemption therefrom; and (b) except as specifically set forth in the
        Registration Rights Agreement, neither the Company nor any other person is
        under
        any obligation to register such securities under the Securities Act or any
        state
        securities laws or to comply with the terms and conditions of any exemption
        thereunder. In this regard, each Purchaser represents that he is familiar
        with
        Rule 144 adopted pursuant to the Securities Act, and understands the resale
        limitations imposed thereby and by the Securities Act. Each Purchaser is
        able to
        bear the economic risk of its investment in the Securities for an indefinite
        period of time. 

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (viii)    
        Each
        Purchaser is an investor in securities of companies in the development stage
        and
        acknowledges that he is able to fend for himself, has knowledge and experience
        in financial and business matters, knows of the high degree of risk associated
        with investments generally and particularly investments in the securities
        of
        companies in the development stage such as the Company, is capable of evaluating
        the merits and risks of an investment in the Securities and is able to bear
        the
        economic risk of an investment in the Securities in the amount contemplated
        hereunder. Each Purchaser has adequate means of providing for his current
        financial needs and contingencies and will have no current or anticipated
        future
        needs for liquidity which would be jeopardized by the investment in the
        Securities. Each Purchaser can afford a complete loss of his investment in
        the
        Securities. 

       

      (ix)      
        Without
        in any way limiting the representations set forth above, the Purchasers agree
        not to make any disposition of all or any portion of the Securities unless
        and
        until: 

       

      (a)    There
        is
        then in effect a registration statement under the Securities Act covering
        such
        proposed disposition and such disposition is made in accordance with such
        registration statement; or 

       

      (b)    (i)
        The
        Purchaser shall have notified the Company of the proposed disposition and
        shall
        have furnished the Company with a detailed statement of the circumstances
        surrounding the proposed disposition, and (ii) if reasonably requested by
        the Company, the Purchaser shall have furnished the Company with an opinion
        of
        counsel, reasonably satisfactory to the Company, that such disposition will
        not
        require registration of such Securities under the Securities Act.
        Notwithstanding the foregoing, each Purchaser also understands and acknowledges
        that the transfer or exercise of the Founding Director Warrants is subject
        to
        the specific conditions to such transfer or exercise as outlined herein,
        as to
        which each Purchaser specifically assents by his execution hereof. 

       

      D.    No
        Group.
        By
        virtue of the Purchasers purchasing the Founding Director Warrants under
        this
        Agreement, such participation shall not be construed so as to make any of
        the
        Purchasers part of, or a participant in, a “group” as defined in Rule 13d-5 of
        the Exchange Act with respect to any securities of the Company. 

       

      E.    Rescission
        Right Waiver and Indemnification. 

       

      (i)    Each
        of
        the Purchasers understands and acknowledges that an exemption from the
        registration requirements of the Securities Act requires that there be no
        general solicitation of purchasers of the Founding Director Warrants. In
        this
        regard, if the Offering of the Units were deemed to be a general solicitation
        with respect to the Founding Director Warrants, the offer and sale of such
        Founding Director Warrants may not be exempt from registration and, if not,
        the
        Purchasers may have a right to rescind their purchases of the Founding Director
        Warrants. In order to facilitate the completion of the Offering and in order
        to
        protect the Company, its stockholders and the Trust Account from claims that
        may
        adversely affect the Company or the interests of its stockholders, each of
        the
        Purchasers hereby agrees to waive, to the maximum extent permitted by applicable
        law, any claims, right to sue or rights in law or arbitration, as the case
        may
        be, to seek rescission of his purchase of the Founding Director Warrants.
        Each
        of the Purchasers acknowledges and agrees that this waiver is being made
        in
        order to induce the Company to sell the Founding Director Warrants to the
        Purchasers. Each Purchaser agrees that the foregoing waiver of rescission
        rights
        shall apply to any and all known or unknown actions, causes of action, suits,
        claims, or proceedings (collectively, “Claims”) and related losses, costs,
        penalties, fees, liabilities and damages, whether compensatory, consequential
        or
        exemplary, and expenses in connection therewith (collectively, “Losses and
        Expenses”) including reasonable attorneys’ and expert witness fees and
        disbursements and all other expenses reasonably incurred in investigating,
        preparing or defending against any Claims, whether pending or threatened,
        in
        connection with any present or future actual or asserted right to rescind
        the
        purchase of the Founding Director Warrants hereunder or relating to the purchase
        of the Founding Director Warrants and the transactions contemplated hereby.
        

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      (ii)    Each
        Purchaser agrees not to seek recourse against the Trust Account for any reason
        whatsoever in connection with his purchase of the Founding Director Warrants
        or
        any Claim that may arise now or in the future. 

       

      (iii)    The
        Purchasers (collectively, “Indemnitors”) agree to severally indemnify and hold
        harmless the Company, the Representative, the underwriters of the Offering
        and
        the Trust Account against any and all Losses and Expenses whatsoever to which
        the Company, the Representative and the Trust Account may become subject
        as a
        result of the purchase of the Founding Director Warrants by the Purchasers
        or a
        Purchaser, including but not limited to any Claim by any Purchaser of the
        Founding Director Warrants, but only to the extent necessary to ensure that
        such
        Losses and Expenses do not reduce the amount in the Trust Account. To the
        extent
        that the foregoing several indemnification by the Indemnitors may be
        unenforceable for any reason, each of the Indemnitors agree to make the maximum
        contribution permissible by applicable law to the payment and satisfaction
        of
        any Losses and Expenses relating to Claims that may or will otherwise reduce
        the
        amount in the Trust Account. Any Losses and Expenses indemnified hereunder
        by
        the Indemnitors will be paid equally by them except to the extent that such
        Claims are brought by either of the Indemnitors, in which case the foregoing
        indemnity obligation shall only be that of the person making the Claim, it
        being
        the understanding and agreement of the Indemnitors that each of them shall
        be
        held harmless by the other as to any Claims, Losses and Expenses. 

       

      (iv)    The
        Purchasers acknowledge and agree that the stockholders of the Company, including
        those who purchase the Units in the Offering, are and shall be third-party
        beneficiaries of the foregoing provisions of Section 5G of this Agreement.


       

      (v)    Each
        Purchaser agrees that to the extent any waiver of rights under this Section
        4. E
        is
        ineffective as a matter of law, each Purchaser has offered such waiver for
        the
        benefit of the Company as an equitable right that shall survive any statutory
        disqualification or bar that applies to a legal right. Each Purchaser
        acknowledges the receipt and sufficiency of consideration received from the
        Company hereunder in this regard. 

       

      Section
        5. Conditions
        of the Purchasers’ Obligations at the Closing.
        

       

      The
        obligation of the Purchasers to purchase and pay for the Founding Director
        Warrants is subject to the fulfillment, at or before the Closing, of each
        of the
        following conditions: 

       

      A.    Representations
        and Warranties.
        The
        representations and warranties of the Company contained in Section 3,
        except for those stated to be made as of the date hereof, shall be true and
        correct in all material respects at and as of the Closing as though then
        made,
        except to the extent of changes caused by the transactions expressly
        contemplated herein or in the prospectus contained in the Registration
        Statement. 

       

      B.    Performance.
        The
        Company shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Closing. 

       

      C.    Registration
        Statement. The
        Registration Statement shall have been declared effective by the Commission
        and
        the closing of the Offering shall take place within four business days of
        such
        effective date or, if the Registration Statement is declared effective before
        2:00 p.m. on a business day, the closing of the Offering shall take place
        within
        three business days of such effective date. 

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Section
        6. Conditions of the Company’s Obligations at the Closing. 

       

      The
        obligations of the Company to the Purchasers under this Agreement are subject
        to
        the fulfillment on or before the Closing of each of the following conditions:
        

       

      A.    Representations
        and Warranties.
        The
        representations and warranties of Purchasers contained in Section 4 shall
        be true at and as of the Closing as though then made. 

       

      B.    Performance.
        The
        Purchasers shall have performed and complied with all agreements, obligations
        and conditions contained in this Agreement that are required to be performed
        or
        complied with by them on or before the Closing. 

       

      C.    Corporate
        Consents.
        The
        Company shall have obtained the consent of its Board of Directors authorizing
        the execution, delivery and performance of this Agreement and the issuance
        and
        sale of the Founding Director Warrants hereunder. 

       

      Section
        7. Termination.
        This
        Agreement may or will be terminated at any time prior to the consummation
        of the
        Closing under the following described circumstances: 

       

      (i)    automatically
        upon the mutual written consent of the Company and the Purchasers; 

       

      (ii)   by
        either
        of the Company or the Purchasers by delivery of written notice thereof, if
        the
        Offering shall not have been consummated prior to the one-month anniversary
        of
        the date of this Agreement; or 

       

      (iii)         
        automatically
        if the Offering is not closed within the time periods described in the
        Underwriting Agreement after the Registration Statement is declared effective.
        

       

      Section
        8. Survival
        of Representations and Warranties.
        All of
        the representations and warranties contained herein shall survive the Closing
        for a period of six (6) months except as otherwise specifically provided
        herein. 

       

      Section
        9. Definitions.
        For the
        purposes of this Agreement, the following terms have the meanings set forth:
        

       

      “Affiliate”
        of any particular Person means any other Person controlling, controlled by
        or
        under common control with such particular Person, where “control” means the
        possession, directly or indirectly, of the power to direct the management
        and
        policies of a Person whether through the ownership of voting securities,
        contract or otherwise. 

       

      “Business
        Combination” means a merger, stock exchange, asset acquisition or similar
        business combination of the Company with a target business or businesses
        that is
        its initial business combination and which meets the size, timing and other
        criteria outlined in the Registration Statement. 

       

      “Common
        Stock” means the Company’s Common Stock, par value $0.0001 per share.


       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended. 

       

      “Person”
        means any individual, partnership, corporation, limited liability company,
        association, joint stock company, trust, joint venture, unincorporated
        organization or governmental entity or any department, agency or political
        subdivision thereof. 

       

      “Securities
        Act” means the Securities Act of 1933, as amended. 

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “Securities
        and Exchange Commission” or “Commission” means the United States Securities and
        Exchange Commission. 

       

      Section
        10. Miscellaneous.
        

       

      A.    Legends.
        

       

      (i)    The
        certificates evidencing the Founding Director Warrants will include the legend
        set forth below, which the Purchasers have read and understand: 

       

      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED,
        SOLD,
        TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
        FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO
        INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT
        TO A
        PURCHASE AGREEMENT DATED MARCH 22, 2006, WHICH RESTRICTS THE TRANSFER THEREOF,
        A
        COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES.
        

       

      (ii)    By
        accepting the certificates bearing the aforesaid legend, each Purchaser agrees,
        prior to any permitted transfer of the Securities represented by the
        certificates and subject to the restrictions contained herein, to give written
        notice to the Company expressing his desire to effect such transfer and
        describing briefly the proposed transfer. Upon receiving such notice, the
        Company shall present copies thereof to its counsel and the following provisions
        shall apply: 

       

      (a)    subject
        to the transfer restrictions contained elsewhere in this Agreement, if, in
        the
        reasonable opinion of counsel to the Company, the proposed transfer of such
        Securities may be effected without registration under the Securities Act
        and
        applicable state securities acts, the Company shall promptly thereafter notify
        the transferring Purchaser, whereupon the transferring Purchaser shall be
        entitled to transfer such Securities, all in accordance with the terms of
        the
        notice delivered by the transferring Purchaser and upon such further terms
        and
        conditions as shall be required to ensure compliance with the Securities
        Act and
        the applicable state securities acts, and, upon surrender of the certificate
        evidencing such Securities, in exchange therefor, a new certificate not bearing
        a legend of the character set forth above if such counsel reasonably believes
        that such legend is no longer required under the Securities Act and the
        applicable state securities acts; and 

       

      (b)    subject
        to the transfer restrictions contained elsewhere in this Agreement, if, in
        the
        reasonable opinion of counsel to the Company, the proposed transfer of such
        Securities may not be effected without registration under the Securities
        Act or
        the applicable state securities acts, a copy of such opinion shall be promptly
        delivered to the transferring Purchaser, and such proposed transfer shall
        not be
        made unless such registration is then in effect. 

       

      (iii)    The
        Company may, from time to time, make stop transfer notations in its records
        and
        deliver stop transfer instructions to its transfer agent to the extent its
        counsel considers it necessary to ensure compliance with the Securities Act
        and
        the applicable state securities acts. 

       

      B.    Successors
        and Assigns.
        Except
        as otherwise expressly provided herein, all covenants and agreements contained
        in this Agreement by or on behalf of any of the parties hereto shall bind
        and
        inure to the benefit of the respective successors and assigns of the parties
        hereto whether so expressed or not. Notwithstanding the foregoing or anything
        to
        the contrary herein, the parties may not assign this Agreement. 

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      C.    Severability.
        Whenever possible, each provision of this Agreement shall be interpreted
        in such
        manner as to be effective and valid under applicable law, but if any provision
        of this Agreement is held to be prohibited by or invalid under applicable
        law,
        such provision shall be ineffective only to the extent of such prohibition
        or
        invalidity, without invalidating the remainder of this Agreement. 

       

      D.    Counterparts.
        This
        Agreement may be executed simultaneously in two or more counterparts, any
        one of
        which need not contain the signatures of more than one party, but all such
        counterparts taken together shall constitute one and the same Agreement.
        

       

      E.    Descriptive
        Headings; Interpretation.
        The
        descriptive headings of this Agreement are inserted for convenience only
        and do
        not constitute a substantive part of this Agreement. The use of the word
        “including” in this Agreement shall be by way of example rather than by
        limitation. 

       

      F.    Governing
        Law.
        The
        general corporation law of the State of Delaware shall govern all issues
        and
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement, without giving effect to any choice of law or conflict
        of law
        rules or provisions that would cause the application of the laws of any
        jurisdiction other than the State of Delaware.

       

      G.    Notices.
        All
        notices, demands or other communications to be given or delivered under or
        by
        reason of the provisions of this Agreement shall be in writing and shall
        be
        deemed to have been given when delivered personally to the recipient, sent
        to
        the recipient by reputable overnight courier service (charges prepaid) or
        mailed
        to the recipient by certified or registered mail, return receipt requested
        and
        postage prepaid. Such notices, demands and other communications shall be
        sent:


       

       

       

      
        	
              	If
                to the Company:	
                Echo
                  Healthcare Acquisition Corp.

                
                  8000
                    Towers Crescent Drive, Suite 1300 

                  Vienna,
                    Virginia 22182 

                  Attention:
                    Joel Kanter, President 

                  Facsimile:
                    (561) 828-6150

                

              


        	 	 	 


        	 	
                With
                  a copy to:

              	
                Powell
                  Goldstein LLP 

                One
                  Atlantic Center, Fourteenth Floor 

                1201
                  West Peachtree Street, NW 

                Atlanta,
                  Georgia 30309-3488 

                Attention:
                  Richard H. Miller, Esq. 

                Facsimile:
                  (404) 572-6999

              


      

       

       

      If
        to the
        Purchaser: At the address of the respective Purchaser as set forth in the
        records of the Company or to such other address or to the attention of such
        other person as the recipient party has specified by prior written notice
        to the
        sending party. 

       

      H.    No
        Strict Construction.
        The
        parties hereto have participated jointly in the negotiation and drafting
        of this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement shall be construed as if drafted jointly by the parties
        hereto, and no presumption or burden of proof shall arise favoring or
        disfavoring any party by virtue of the authorship of any of the provisions
        of
        this Agreement. 

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement
        on the
        date first written above. 

       

      
        
          	 	
                  ECHO
                    HEALTHCARE ACQUISITION CORP. 

                   

                   

                  By:
                    /s/
                    Gene E. Burleson 

                  Name:
                    Gene
                    E. Burleson 

                  Title:
                    Chief
                    Executive Officer 

                   

                  Chicago
                    Investments, Inc.: 

                   

                  By:
                    /s/
                    Josh S. Kanter 

                  Name:
                    Joshua
                    S. Kanter 

                  Title:
                    President 

                   

                  Windy
                    City, Inc.: 

                   

                  By:
                    /s/
                    Joel Kanter 

                  Name:
                    Joel
                    Kanter 

                  Title:
                    President 

                   

                  Gary
                    A. Brukardt: 

                   

                  /s/
                    Gary A. Brukardt 

                   

                  Gene
                    E. Burleson: 

                   

                  /s/
                    Gene E. Burleson 

                   

                  Alastair
                    Clemow: 

                   

                  /s/
                    Alastair Clemow 

                   

                  Richard
                    Martin: 

                   

                  /s/
                    Richard Martin 

                   

                  Kevin
                    Pendergest: 

                   

                  /s/
                    Kevin Pendergest

                


        

      

       

      


      


       

      


       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Exhibit
        A 

      


      


      
        	 	 
	
                Chicago
                  Investments, Inc. 

              	
                $305,000

              
	 	 
	
                Windy
                  City, Inc.

              	
                $12,500

              
	 	 
	
                Gary
                  Brukardt

              	
                $10,000

              
	 	 
	
                Gene
                  E. Burleson

              	
                $160,000

              
	 	 
	
                Alastair
                  Clemow

              	
                $15,000

              
	 	 
	
                Richard
                  Martin

              	
                $25,000

              
	 	 
	
                Kevin
                  Pendergest

              	
                $22,500

              


      

      


      


      The
        address for each of the above is:

      


      Echo
        Healthcare Acquisition Corp.

      8000
        Towers Crescent Drive, Suite 1300

      Vienna,
        Virginia 22182.