September 14, 2007 Cato Holding Company (d/b/a Cato BioVentures) Westpark Corporate Center 4364 South Alston Avenue Durham, North Carolina 27713-2280
Exhibit 10.7
September 14, 2007
Cato Holding Company (d/b/a Cato BioVentures)
Westpark Corporate Center
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000-0000
Westpark Corporate Center
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000-0000
Sontra Medical Corporation
00 Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Interim Chief Executive Officer
00 Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Interim Chief Executive Officer
Dear Xx. Xxxxxxxx:
Reference is made to that certain Agreement and Plan of Merger and Reorganization, made and
entered as of the date hereof, by and among Sontra Medical Corporation (the “Company”), Durham
Pharmaceuticals Acquisition Co., and Durham Pharmaceuticals Ltd. (d/b/a Echo Therapeutics, Inc.)
(the “Merger Agreement”). In connection with the transactions contemplated by the Merger
Agreement, Cato Holding Company (d/b/a Cato BioVentures) (“Cato”) is the owner of 3,855,225 shares
of the Company’s common stock.
Cato hereby agrees to sell, in one or more series of transactions, up to an aggregate of
907,112 of Cato’s shares of the Company’s common stock (the “Cato Shares”) to certain accredited
investors (as such term is defined by applicable federal securities laws) concurrently with the
Company’s issuance and sale of shares of its equity securities to such accredited investors in one
or more series of transactions, the primary purpose of which is to raise capital. Cato agrees to
sell such Cato Shares at a price per share of $0.882 if and to the extent such sales occur prior to
sixty (60) days from the date of this letter, and at a price to be determined by the parties if
such sales occur after sixty (60) days from the date of this letter. The sales by Cato will be
made to third party purchasers identified to Cato by the representative(s) of such purchasers. The
Company hereby agrees to reimburse Cato for its reasonable legal fees associated with the
concurrent sales of the Cato Shares contemplated by this letter.
Please acknowledge your understanding of the same by executing the copy of this letter below
on behalf of the Company.
CATO HOLDING COMPANY (d/b/a CATO BIOVENTURES) |
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By: | /s/ Xxxxxx Xxxx | |||
Name: | Xxxxxx Xxxx | |||
Title: | Assistant Secretary | |||
The foregoing is hereby confirmed and accepted as of the date first set forth above.
SONTRA MEDICAL CORPORATION |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Interim Chief Executive Officer | |||