THIS WARRANT
HAS BEEN ACQUIRED FOR INVESTMENT AND NO SALE, TRANSFER OR HYPOTHECATION OF THIS
WARRANT OR ANY INTEREST THEREIN (INCLUDING THE SHARES WHICH MAY BE ACQUIRED BY
THE EXERCISE OF THIS WARRANT) MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND UNDER
APPLICABLE STATE LAWS UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER DOES NOT REQUIRE
REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE LAWS.


XLNT VETERINARY CARE, INC.


WARRANT TO PURCHASE COMMON STOCK


          XLNT
VETERINARY CARE, INC., a Delaware corporation (the “Company”), certifies that,
for valuable consideration, receipt of which is hereby acknowledged,
______________ (the “Holder”), is entitled to purchase the Warrant Shares (as
hereinafter defined) from the Company at the Warrant Price (as hereinafter
defined), on the terms and conditions set forth in this Warrant. This Warrant
is issued to the Holder in exchange for services rendered in connection with
that certain proposed merger with Echo Healthcare Acquisition Corp. This
Warrant is being issued effective as of September 26, 2007 (the “Issue Date”).


          1.
Definitions. As used herein:


	
 

	
 


	
 

	
          The
 “Excluded Stock” shall mean (a) shares of Common Stock, convertible
 securities, options and warrants outstanding as of the Issue Date, and shares
 of Common Stock issued upon the exercise or conversion of such convertible
 securities, options and warrants (b) shares of Common Stock issued by the
 Company upon conversion of shares of preferred stock of the Company, (c)
 shares of Common Stock issued or deemed issued pursuant to this Warrant, (d) the
 issuance of up to 450,000 shares of Common Stock issuable under the Company’s
 Incentive Stock Option Plan, (e) shares of Common Stock issued by the Company
 in consideration of the acquisition of all or substantially all of the stock,
 equity or assets of another Company, limited liability company or other
 entity, approved by the Holder, and (f) shares of Common Stock issued by the
 Company in consideration of a strategic business relationship, joint venture
 or similar relationship, in each case as approved by the Holder.


	
 

	
 


	
 

	
          The
 “Warrant Shares” shall mean Eighty Thousand Five Hundred (80,500) shares of
 the common stock, $.0001 par value, of the Company (subject to adjustment as
 herein provided).


	
 

	
 


	
 

	
          The
 “Warrant Price” shall mean Four and 75/100 Dollars ($4.75) per Warrant Share
 (subject to adjustment as herein.


	
 

	
 


	
 

	
          “Outstanding
 Common Stock” of the Company shall mean the shares of common stock, $.0001
 par value, of the Company issued and outstanding on the applicable date on a
 fully diluted basis, after taking into account (but without duplication) (a)
 all shares of the Company’s common stock then actually issued and
 outstanding, (b) shares of common stock of the Company that may be issued
 directly or indirectly to any person pursuant to any then outstanding option,
 call, warrant (including, without limitation, this Warrant and any other
 warrant, option or right held by the Holder) or any similar right pursuant to
 which a person may acquire shares of the common stock of the Company, whether
 with or without the payment of any additional consideration to the Company,
 and whether or not any such option, call, warrant or other right is then
 exercisable, (c) shares of common stock of the 










	
 

	
 


	
 

	
Company that
 may be issued directly or indirectly to any person upon the conversion,
 exchange or disposition of any convertible security or other securities or
 rights, whether or not any of such rights are then exercisable, (d) dividends
 or other distributions of shares of common stock of the Company to be made to
 any holder of any common stock or other security of the Company that have
 been declared or otherwise authorized by the Company but not yet issued, (e)
 any other direct or indirect issuance, or right to the issuance, of shares of
 common stock of the Company pending or effective on such date and (f) shares
 of common stock reserved for issuance underlying convertible (“cv”) securities,
 including the Series A preferred stock, cv debentures and incentive stock
 options.


	
 

	
 





          2.
Exercise.


          2.1
Time of Exercise. This Warrant may be exercised in whole (but not in
part) at any time on or after April 1, 2008; provided, however, that this
Warrant shall expire and be null and void if not exercised in the manner herein
provided by 5:00 p.m., local Nashville, Tennessee, time, on the tenth
anniversary of the Issue Date (the “Expiration Date”). If this Warrant is not
exercised on the terms set forth herein on or before the Expiration Date, this
Warrant shall be void.


          2.2
Manner of Exercise. This Warrant is exercisable at the Warrant Price,
payable in cash or by cashiers or certified check to the order of the Company. Upon
surrender of this Warrant with payment of the Warrant Price, at the Company’s
Notice Address (as provided in Section 13 below), the Holder shall be entitled
to receive a certificate or certificates for the Warrant Shares.


          2.3
Delivery of Stock Certificates. As soon as practicable, but not
exceeding ten (10) business days, after exercise of this Warrant, the Company,
at its expense, shall cause to be issued in the name of the Holder a
certificate or certificates for the number of Warrant Shares to which the
Holder shall be entitled upon such exercise. Such certificate or certificates
shall contain no legend or other restriction on transferability, other than the
legend contemplated by Section 4 below.


          2.4
Record Date of Issuance of Shares. Irrespective of the date of issuance
and delivery of certificates for the Warrant Shares upon the exercise of this
Warrant, the Holder shall for all purposes be deemed to have become the holder
of record of the Warrant Shares represented thereby immediately prior to the
close of business on the date on which this Warrant with the Warrant Price is
received by the Company.


          2.5
Fractional Shares. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu of any fractional shares to which the Holder
would be otherwise entitled, the number of Warrant Shares shall be rounded up
to the next highest integer and the Holder shall make an additional cash
payment to the Company equal to the Warrant Price per share multiplied by the
fraction of a share by which the Warrant Shares were thereby increased.


          3.
Dilution. 


          3.1
Adjustment for Dilutive Issuances. Except for (i) Excluded Stock; (ii) as
expressly provided in Section 3.2; and (iii) as otherwise agreed in writing by
the Holder, in the event the Company issues Common Stock or securities
convertible into Common Stock (the “Additional Stock”) at a price less than the
Warrant Price in effect immediately prior to such issuance, the Warrant Price and
the Warrant Shares will be subject to adjustment as follows: (a) the Warrant Price
shall be adjusted on a broad-based weighted average basis determined by
multiplying the Warrant Price by a fraction, the numerator of which shall be
the number of 


2






shares of
Common Stock outstanding immediately prior to such issuance plus the number of
shares of Common Stock that the aggregate consideration received by the Company
for such issuance would purchase at such Warrant Price and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such issuance plus the number of shares of such Additional Stock; and
(b) the Warrant Shares shall be adjusted to equal that number of shares equal
to the quotient of $244,713.00 divided by the Warrant Price as adjusted
pursuant to the immediately preceding subsection (a). The Warrant Price and the
Warrant Shares will be adjusted for future subdivisions, combinations,
reclassifications, or recapitalizations. 


          3.2
No Adjustment. Notwithstanding Section 3.1, the Warrant Shares and the
Warrant Price shall not be adjusted by reason of any issuance of any shares of Common
Stock of the Company to third parties in connection with an Accretive
Acquisition (as hereinafter defined) made with the consent of the Holder. An “Accretive
Acquisition” means an acquisition (by purchase, merger or otherwise) of another
business by the Company in which the (i) the persons controlling the Company
prior to such transaction will continue to control the Company after such
transaction, (ii) the Company’s projected earnings per share immediately after
the consummation of such transaction will be greater than the Company’s actual earnings
per share immediately before the consummation of such transaction, and (iii)
the acquired business is strategically within the lines of business of the
Company or is a reasonable expansion of the Company’s then existing lines of
business or is otherwise a business approved for acquisition by the Holder. The
determination of whether or not any such transaction is deemed an Accretive
Acquisition within the foregoing requirements for purposes of this Warrant shall
be made by the Holder in its reasonable discretion on the basis of such
evidence.


          3.3
Procedures, Etc. The Holder shall have no obligation to provide or
withhold any consent required or permitted under Section 3.2 until the Company
shall have provided to the Holder all material facts and calculations related
to the transaction requiring such consent, including, without limitation, a
calculation of the prospective dilution of the Warrant Shares that will occur
in connection with such transaction, a statement of the amount and nature of
the shares of common stock of the Company proposed to be issued or reserved in
connection with such transaction and a demonstration reasonably satisfactory to
the Holder that the same is an Accretive Acquisition. Prior to the completion
of a transaction that would result in any dilution of Holder’s equity position
in the Company, the Company and the Holder shall confirm by written instrument any
such dilution and/or adjustment thereafter applicable.


          4.
Restriction on Transfer. This Warrant and the Warrant Shares issuable
upon the exercise of this Warrant are being acquired for investment and not
with a view to the distribution hereof. Absent an effective registration statement
under the United States Securities Act of 1933 covering the disposition of this
Warrant or the Warrant Shares issued or issuable upon exercise of this Warrant,
neither this Warrant nor the Warrant Shares issuable upon the exercise of this
Warrant may be sold, transferred, assigned, hypothecated or otherwise disposed
of unless the Company shall have been provided with an opinion of counsel
reasonably satisfactory to the Company to the effect that such sale, transfer,
assignment, hypothecation or other disposal will be exempt from the
registration and prospectus delivery requirements of the United States
Securities Act of 1933 and the registration or qualification requirements of
any applicable state securities laws. The Holder consents to the making of a
notation in the Company’s records or giving to any transfer agent of the
Warrant or the Warrant Shares an order to implement such restriction on
transferability.


          The
certificates evidencing the Warrant Shares issuable upon the exercise of this
Warrant shall bear the following legend or a legend of similar import:


	
 

	
 


	
 

	
THESE SHARES WERE ACQUIRED IN A TRANSACTION NOT INVOLVING A PUBLIC 





3






	
 

	
 


	
 

	
OFFERING UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “ACT”). THESE
 SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO SALE, TRANSFER OR
 HYPOTHECATION OF THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT
 PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER
 APPLICABLE STATE LAWS UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL
 REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER DOES NOT REQUIRE
 REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE LAWS.





          5.
Reservation of Stock. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of the common stock of the
Company, solely for the purpose of issuance upon the exercise of this Warrant,
such number of shares of the common stock of the Company as shall be issuable
upon the exercise hereof. The Company represents, warrants, covenants and
agrees that (a) the Company has, and at all times while this Warrant is
outstanding shall have, authorized and outstanding only one class of common
stock and (b) upon exercise of this Warrant and payment of the Warrant Price,
all Warrant Shares issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable.


          6.
No Rights as Shareholder. Nothing contained in this Warrant shall be
construed as conferring upon the Holder prior to the exercise of this Warrant
any of the rights or preferences of a holder of shares of common stock of the
Company, including without limitation any right to vote or to consent or to
receive notice as a shareholder in respect of any matter whatsoever.


          7.
Holder Option. 


          7.1
Put Option. Holder shall have the right and option to require the
Company to acquire this Warrant at the Put Price described in Section 7.3 below
by providing to the Company written notice of Holder’s exercise of this put
option at any time during the period commencing on the fifth anniversary of the
Issue Date (or, if earlier, upon the occurrence of an Event of Default (as that
term is defined in the Loan Agreement or any other loan agreements or
instruments between the Company and Holder), and ending on the Expiration Date
(the “Put Period”). The date on which such written notice is delivered to the
Company by the Holder of its election to exercise the this put option shall be
referred to herein as the “Put Option Notice Date.”


          7.2
Put Option Closing. The closing of the exercise of the put option
described in this Section 7 shall occur on the thirtieth (30th) day
after the Put Option Notice Date (or on such later date as Holder and the
Company shall agree) (the “Put Redemption Date”). On the Put Redemption Date,
(a) Holder shall deliver to the Company this Warrant and (b) the Company shall
deliver to Holder, by wire transfer or other immediately available funds, the
Put Price determined under Section 7.3 of this Warrant.


          7.3
Put Price. The price to be paid in the aggregate for the Warrant (the “Put
Price”) shall equal the product of the Warrant Shares multiplied by the
difference between the Formula Value (as defined below) minus the Warrant Price.
As used herein:


	
 

	
 


	
 

	
          (a)
 “Formula Value” shall mean the greater of the Appraised Value or the EBITDA
 Value on the Determination Date.


	
 

	
 


	
 

	
          (b)
 “Appraised Value” shall mean (i) in the event the Company is a privately held
 entity as of the Determination Date, the fair market value of a share of Outstanding
 Common Stock of the 





4






	
 

	
 


	
 

	
Company as
 determined by an appraisal under Section 7.4 (the “Fair Market Value”); or
 (ii) in the event the Company is a publicly traded entity, the then-current
 public trading price for a share of the Company’s Outstanding Common Stock
 based on the average of the closing bid and ask prices for the thirty (30)
 trading days prior to the Put Option Notice Date or the average of the
 closing sales price for the thirty (30) trading days prior to the Put Option
 Notice Date, as applicable.


	
 

	
 


	
 

	
          (c)
 “EBITDA Value” shall mean the product of five (5) times the Company’s EBITDA
 divided by the number of shares included in the Outstanding Common Stock on
 the Determination Date.


	
 

	
 


	
 

	
          (d)
 “Determination Date” shall mean the last day of the calendar month
 immediately preceding the effective date of notice of the exercise of such
 option.


	
 

	
 


	
 

	
          (e)
 “EBITDA” shall mean the Company’s consolidated net income for the twelve (12)
 month period ending on the Determination Date, plus the aggregate amounts
 deducted in determining the Company’s consolidated net income for such period
 for income taxes, interest expense and depreciation, amortization and other
 non-cash charges. The determination of EBITDA for the purposes of this paragraph
 (e) shall be made from the financial statements of the Company prepared and
 issued in the ordinary course of business, and in accordance with the
 requirements of the Loan Agreement, as of the Determination Date (and for the
 applicable prior periods), provided that EBITDA shall be recalculated if it
 shall be determined that EBITDA based upon such financial statements shall
 have been understated by the Company for any applicable period.


	
 

	
 


	
 

	
(f) All
 accounting terms not otherwise specifi­cally defined herein shall be
 construed in accordance with generally accepted accounting principles
 consistently applied.





          7.4
Appraisal. The Fair Market Value of a share of Outstanding Common Stock
of the Company on the Determination Date shall be determined by an independent
appraiser selected by the Holder and approved by the Company’s Board of
Directors (which approval shall not be unreasonably withheld or delayed). If
the Holder and the Company’s Board of Directors are unable to agree on an
appraiser, the Company’s Board of Directors shall select a different
independent appraiser and the Fair Market Value of the Company shall be subject
to agreement by both the appraiser originally selected by the Holder and by the
appraiser selected by the Company’s Board of Directors. If such two appraisers
are unable to agree on the Fair Market Value of a share of the Company’s
Outstanding Common Stock, the two appraisers shall select a third appraiser,
whose determination of such Fair Market Value shall be final and binding on all
parties. All reasonable costs and expenses of all appraisers engaged pursuant
to this Section 7.4 shall be paid by the Company as and when required by the respective
appraiser. The Fair Market Value hereunder shall be determined as though there
were a willing seller and a willing buyer, neither being under any compulsion
to sell or buy, and shall be based on the Company taken as a whole, without
premium for control or discounts for minority interests, restrictions on
transfer or liquidity or other discounts. The Company, the Holder and any
appraisers appointed under this Section 7.4 shall act and cooperate in good
faith to expedite the appraisal process under this Section 7.4. The Put
Redemption Date otherwise applicable under Section 7.2 shall be extended during
the continuation of the appraisal process under this Section 7.4 to that date
that is the thirtieth (30th) day after the determination of the Fair
Market Value. If the Put Redemption Date as so extended shall be more than thirty
(30) days after the Put Redemption Date originally applicable (other than by
reason of the Holder’s fault or unreasonable delay or otherwise due to factors
beyond the reasonable control of the Company; provided, however that the
Company is exercising its diligent efforts to expedite the appraisal process),
then 


5






the Fair Market
Value for the Company otherwise determined under this Section 7.4 shall be
increased by interest at the rate of twelve percent (12%) per annum from the Put
Redemption Date originally applicable to the Put Redemption Date as so
extended. The Holder and the Company may by written agreement vary any of the
procedures set forth in this Section 7.4 or stipulate to the Fair Market Value
of a share of Outstanding Common Stock of the Company, provided that such
written agreement expressly states that it is made pursuant to this Section
7.4.


          7.5
Capital Impairment. If the Company shall be prohibited or restricted,
during any relevant period, from purchasing this Warrant under this Section 7
by any provision of the corporation laws of the state of its incorporation or
other applicable law, then (a) the Company shall give written notice to Holder
of such impairment and (b) whether or not such notice is given by the Company,
the Put Period shall be extended to expire on the later to occur of (i) the
expiration of the original Put Period or (ii) one hundred twenty (120) days
after the expiration of such impairment.


          8.
Remedies. Any amounts not paid by the Company within five (5) business
days of Holder’s written request thereof shall bear interest at seventeen and
one half percent (171⁄2%) per annum (or, if less, the maximum rate permitted by
law) until paid in full and such interest shall be payable from time to time
upon demand by Holder (and any such interest not paid upon demand shall, unless
prohibited by applicable law, also bear interest at such rate). Neither the
assessment nor the collection of any such interest by Holder shall preclude
Holder from exercising any remedies available to Holder under this Warrant or
under applicable law by reason of such default. The Company shall pay or
reimburse to Holder all reasonable attorneys’ fees and costs incurred by the
Company in the enforcement of any rights of the Holder under this Warrant
(whether or not such enforcement involves the institution of litigation or
other proceedings).


          9.
Registration Rights. Holder shall execute a counterpart signature page
to the Company’s Registration Rights Agreement. Pursuant to such agreement
Holder shall, with respect to the Common Stock issuable upon exercise of this
Warrant, be entitled to unlimited piggyback registration rights on
registrations of the Company (subject to the right of any underwriter retained
by the Company to limit the number of shares covered by any such registration),
such registration rights being pari passu to those piggyback registration
rights afforded to the Series A Preferred Stock holders of the Company.


          10.
Successors. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and, subject
to restrictions on transfer set forth in this Warrant, their respective
successors and assigns.


          11.
Amendments and Waivers. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.


          12.
Governing Law. This Warrant shall be governed by and construed according
to the laws of the state of California, without reference to principles of
conflict of laws or choice of laws.


          13.
Headings. The section headings in this Warrant are inserted for purposes
of convenience only and shall have no substantive effect.


          14.
Notices. Unless otherwise provided herein, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to 


6






be notified or
one day after deposit with a national overnight delivery service or three days
after deposit with the United States Post Office, by registered or certified
mail, postage prepaid and addressed to the party to be notified as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
If to the
 Company, at:


	
 

	
 

	
 


	
 

	
 

	
XLNT
 Veterinary Care, Inc.


	
 

	
 

	
Attn: General
 Counsel


	
 

	
 

	
_____
 Centerview Drive, Suite ____


	
 

	
 

	
Brentwood,
 TN 37027


	
 

	
 

	
 


	
 

	
(b)

	
If to the
 Holder, at:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 





          Either
party may change such address by notice under this Section 14. A party’s
effective address for notice purposes under this Section 14 is such party’s “Notice
Address”.


          15.
Entire Agreement. This Warrant constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supercedes any and all prior negotiations, correspondence, agreements,
understandings, duties or obligations between the parties with respect to the
subject matter hereof. The rights and remedies of Holder under this Warrant are
in addition to, and not in limitation or derogation of, any right or remedy of
Holder under the Loan Agreement or under any other agreement or instrument with
the Company.


          16.
Jury Trial Waiver. THE COMPANY AND THE HOLDER, AFTER CONSULTING OR HAVING
THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE CONSTITUTIONAL RIGHT TO A TRIAL BY JURY IN ANY LITIGATION
BASED ON OR ARISING OUT OF THIS WARRANT, ANY RELATED AGREEMENT OR INSTRUMENT OR
ANY OF THE TRANSACTIONS EVIDENCED THEREBY.


          IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer and this Warrant to be dated and issued as of the Issue Date.


	
 

	
 

	
 


	
 

	
XLNT
 VETERINARY CARE, INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
George A.
 Villasana


	
 

	
General
 Counsel





7