Platinum-Montaur Life Sciences, LLCEcho Therapeutics, Inc. • November 8th, 2012 • Electromedical & electrotherapeutic apparatus
Platinum-Montaur Life Sciences, LLC (hereinafter called the “Lender”) is pleased to provide this commitment for a term loan facility (the “Term Loan Facility”) to Echo Therapeutics, Inc. (the “Borrower”) on the terms and conditions set forth herein. This letter is a summary and is not intended to be all inclusive. Additional provisions that are standard to transactions of this size and type can be expected to be included in the loan and financing documents prepared by the Lender and its counsel for this transaction.
COMMON STOCK PURCHASE WARRANT To Purchase 4,000,000 Shares of Common Stock of ECHO THERAPEUTICS, INC.Echo Therapeutics, Inc. • November 8th, 2012 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Platinum-Montaur Life Sciences, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 31, 2012 (the “Initial Exercise Date”) and on or prior to the close of business on August 31, 2017 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Echo Therapeutics, Inc., a Delaware corporation (the “Company”), up to 4,000,000 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) below. This is the Commitment Fee Warrant referenced in the Loan Agreement dated on or about the Initial Exercise Date by and between the Company and the Holder (the “Loan Agreement”).
COMMITMENT LETTER EXTENSION AGREEMENTLetter Agreement • November 8th, 2012 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus
Reference is hereby made to the Letter Agreement dated as of August 8, 2012 (the “Letter Agreement”) between Echo Therapeutics, Inc. (“Echo”) and Platinum-Montaur Life Sciences, LLC (“Platinum”).
LOAN AGREEMENT dated as of August ______, 2012 BETWEEN ECHO THERAPEUTICS, INC. As Borrower and PLATINUM-MONTAUR LIFE SCIENCES, LLC As LenderLoan Agreement • November 8th, 2012 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
DEFAULT SECURITY AGREEMENTDefault Security Agreement • November 8th, 2012 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS DEFAULT SECURITY AGREEMENT (this “Agreement”), is made as of this ________ day of August, 2012, by and among ECHO THERAPEUTICS, INC., a Delaware corporation, with an address of 8 Penn Center, 1628 JFK Blvd., Suite 300, Philadelphia, PA 19103 (the “Maker”), SONTRA MEDICAL, INC., a Delaware corporation, with an address of c/o Echo Therapeutics, Inc., 8 Penn Center, 1628 JFK Blvd., Suite 300, Philadelphia, PA 19103 (the “Guarantor” and, together with the Maker, collectively the “Debtors”), and PLATINUM-MONTAUR LIFE SCIENCES, LLC, a Delaware limited liability company, with an address of 152 West 57th Street, 4th Floor, New York, NY 10019 (the “Secured Party”).
REGISTRATION INDEMNITY AGREEMENTRegistration Indemnity Agreement • November 8th, 2012 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
This REGISTRATION INDEMNITY AGREEMENT (this “Agreement”), dated as of August 31, 2012, is made by and between Platinum-Montaur Life Sciences, LLC, a Delaware limited liability company (“Platinum”), and Echo Therapeutics, Inc., a Delaware corporation (the “Company”).
SECURITY AGREEMENT (Revenue)Security Agreement • November 8th, 2012 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITY AGREEMENT (this “Agreement”), is made as of this ________ day of August, 2012, by and among ECHO THERAPEUTICS, INC., a Delaware corporation, with an address of 8 Penn Center, 1628 JFK Blvd., Suite 300, Philadelphia, PA 19103 (the “Maker”), SONTRA MEDICAL, INC., a Delaware corporation, with an address of c/o Echo Therapeutics, Inc., 8 Penn Center, 1628 JFK Blvd., Suite 300, Philadelphia, PA 19103 (the “Guarantor” and, together with the Maker, collectively the “Debtors”), and PLATINUM-MONTAUR LIFE SCIENCES, LLC, a Delaware limited liability company, with an address of 152 West 57th Street, 4th Floor, New York, NY 10019 (the “Secured Party”).
PROMISSORY NOTE (Term Loan Facility)Echo Therapeutics, Inc. • November 8th, 2012 • Electromedical & electrotherapeutic apparatus
FOR VALUE RECEIVED, ECHO THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), with its principal place of business at 8 Penn Center, 1628 JFK Blvd., Suite 300, Philadelphia, PA 19103, promises to pay to the order of PLATINUM-MONTAUR LIFE SCIENCES, LLC (together with any successors or assigns, the “Lender”) at the office of the Lender, 152 West 57th Street, 4th Floor, New York, New York 10019, the sum of TWENTY MILLION DOLLARS and zero cents ($20,000,000.00), or, if less, the amount of all Draws advanced (and not hereafter repaid) by the Lender pursuant to the Loan Agreement, dated on or about the date hereof, between the Borrower and the Lender (as amended, supplemented or modified, the “Loan Agreement”), together with interest on the unpaid balance and all other charges, as provided below. This Note evidences the Term Loan Facility made under and pursuant to the Loan Agreement; capitalized terms used herein and not otherwise defined shall have the respective meanings given in
COMMON STOCK PURCHASE WARRANT To Purchase _________ Shares of Common Stock of ECHO THERAPEUTICS, INC.Common Stock Purchase • November 8th, 2012 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Platinum-Montaur Life Sciences, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ___________ (the “Initial Exercise Date”) and on or prior to the close of business on _________, the date that is five (5) years from the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Echo Therapeutics, Inc., a Delaware corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) below. This is a Draw Warrant referenced in the Loan Agreement dated as of August ___, 2012 by and between the Company and the Holder (the “Loan Agreement”).
GUARANTYGuaranty • November 8th, 2012 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
GUARANTY (this “Guaranty”), dated as of August ____, 2012, is by SONTRA MEDICAL, INC., a Delaware corporation (the Guarantor”), with an address c/o Echo Therapeutics, Inc., 8 Penn Center, 1628 JFK Blvd., Suite 300, Philadelphia, PA 19103, in favor of Platinum-Montaur Life Sciences, LLC, a Delaware limited liability company with an address of 152 West 57th Street, 4th Floor, New York, New York 10019 (the “Lender”).
