Form of Investment Management Trust Agreement

EXHIBIT 10.8

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of , 2007 by and between Golden Pond Healthcare, Inc. (the " Company" ) and Continental Stock Transfer & Trust Company (the " Trustee" ).

WHEREAS, the Company' s Registration Statement on Form S-1, as amended, No. 333-144718 (together with any registration statement filed pursuant to Rule 462(b), the " Registration Statement" ), for its initial public offering of securities (the " IPO" ) has been declared effective as of the date hereof by the Securities and Exchange Commission (the " Effective Date" ); and

WHEREAS, Deutsche Bank Securities Inc. and Lazard Capital Markets LLC are acting as the underwriters (the " Underwriters" ) in the IPO; and

WHEREAS, the Company has completed a private placement of 4,000,000 securities for an aggregate purchase price of $4,000,000 (the " Private Placement" ); and WHEREAS, as described in the Registration Statement, and in accordance with the Company' s Certificate of Incorporation, $123,125,000, or $141,125,000 if the Underwriters' over-allotment option is exercised in full (inclusive of the Deferred Discount as defined below), of the proceeds of the IPO and the sale of securities in a private placement simultaneously with the IPO will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company' s common stock, par value $0.001 per share, issued in the IPO (the amount to be delivered to the Trustee will be referred to herein as the " Property" ; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the " Public Stockholders ," and the Public Stockholders and the Company will be referred to together as the " Beneficiaries" ); and

WHEREAS, a portion of the Property consists of $3,750,000, or $4,312,500 if the Underwriters' over-allotment option is exercised in full, attributable to the Underwriters' discount (" Deferred Discount" ) which the Underwriters have agreed to deposit in the Trust Account (defined below); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

IT IS AGREED:

1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account (" Trust Account" ) established by the Trustee at a branch selected by the Trustee;

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in any " Government Security" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds selected by the Company meeting the conditions specified in Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company;

(d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes, shall become part of the " Property," as such term is used herein;

(e) Notify the Company of all communications received by it with respect to any Property which communications require that notice be given by the Company or action be taken by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company' s preparation of the tax returns relating to income from the Property in the Trust Account or otherwise;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company in writing to do so;

(h) Render to the Company and to the Underwriters, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) Until such time as the Trustee shall have disbursed an aggregate amount equal to $2,125,000 to the Company (net of any income or other tax obligations payable by the Company relating to the income from the Property in the Trust, the amount of such tax obligations to be determined by the Company), the Trustee shall upon receipt from the Company of a written request disburse to the Company, on or about the first business day of each calendar month, the amount specified by the Company as representing interest income earned and collected in the Trust Account (including any amounts needed for the payment of taxes). Following such time as the Trustee shall have disbursed an amount equal to $2,125,000 to the Company (net of any income or other tax obligations relating to the income from the Property in the Trust, the amount of such tax obligations to be determined by the Company), if there is any income or other tax obligation payable by the Company relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly (i) disburse to the Company by wire transfer the amount indicated by the Company as owing in respect of such income tax obligation, to the extent there is cash available in the Trust Account for the payment of such tax obligation, and (ii) to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in


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the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the balance of the amount indicated by the Company as owing in respect of such income tax obligation; and

(j) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter (the " Termination Letter" ), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B as the case by be, signed on behalf of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee shall provide the Underwriters with a copy of any Termination Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives the same. 2. Limited Distributions Of Income From Trust Account .

Each of the parties hereto hereby acknowledges and agrees that no distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof. 3. Agreements and Covenants of the Company . The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by any of the following officers of the Company: President, Vice President, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i) and 1(j) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to the provisions of Section 6 hereof, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel' s fees and disbursements, or losses suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee' s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the " Indemnified Claim" ). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim. The Company may participate in such action with its own counsel;

(c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section 1(i) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is


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expressly understood that the Property shall ...