GUARANTYGuaranty • February 13th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
GUARANTY (the “Guaranty”), dated as of February 11, 2008, by Sontra Medical, Inc., a Delaware corporation with an address of 10 Forge Parkway, Franklin, MA 02038 (the “Guarantor”), in favor of the Purchasers identified in the Purchase Agreement (as defined below) (collectively, “Secured Parties”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of February 11, 2008 by and among ECHO THERAPEUTICS, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • February 13th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of February 11, 2008 (this “Agreement”) by and among Echo Therapeutics, Inc., a Minnesota corporation (the “Company”), and each of the purchasers of the senior convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractNote and Warrant Purchase Agreement • February 13th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
ContractEcho Therapeutics, Inc. • February 13th, 2008 • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR ECHO THERAPEUTICS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
