EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania
EMPLOYMENT AGREEMENT dated as of September 14th, 2007 between Sontra Medical Corporation, a Minnesota corporation (“Company”), and Patrick Mooney (“Executive”).
BURNHAM HILL PARTNERSFinancial Advisory and Placement Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus • New York
This letter Agreement (the “Agreement”) confirms the engagement of Burnham Hill Partners (“BHP”), a division of Pali Capital, Inc., by Sontra Medical Corporation (the “Company”) to act as (i) its exclusive financial advisor in connection with a strategic transaction with Durham Pharmaceuticals Ltd. d/b/a Echo Therapeutics, Inc. (“Echo”), which may include an acquisition, partnership, strategic alliance, technology licensing or merger with Echo (a “Strategic Transaction”) and (ii) its exclusive placement agent in connection with an equity and/or debt financing through a transaction or transactions exempt from registration under the Securities Act of 1933, as amended and in compliance with the applicable securities laws and regulations, in connection with a Strategic Transaction (a “Financing”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus • New York
ASSET PURCHASE AGREEMENT dated as of the 14th day of September, 2007, by and between Sontra Medical Corporation, a Minnesota Corporation having its principal office at 10 Forge Parkway, Franklin, Massachusetts 02038 (“Buyer”), and DP Pharmaceuticals, LLC, a North Carolina limited liability company, having its principal office at 4364 South Alston Avenue, Durham, North Carolina 27713 (“Seller”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus • New York
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of September 14, 2007, by and among Sontra Medical Corporation, a Minnesota corporation (“Parent”), Durham Pharmaceuticals Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Durham Pharmaceuticals Ltd. (d/b/a Echo Therapeutics, Inc.), a North Carolina corporation (“Company”).
STRATEGIC DEFERRED PAYMENT AGREEMENTStrategic Deferred Payment Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus
This Strategic Deferred Payment Agreement (the “Agreement”) is made and entered into as of August 14, 2007, by and between Cato Research Ltd., a North Carolina corporation (“Cato Research”), and Sontra Medical Corporation, a Minnesota corporation (“Sontra” and, together with Cato Research, the “Parties”).
September 14, 2007 Cato Holding Company (d/b/a Cato BioVentures) Westpark Corporate Center 4364 South Alston Avenue Durham, North Carolina 27713-2280Stock Purchase Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus
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.
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania
EMPLOYMENT AGREEMENT dated as of September 14, 2007 between Sontra Medical Corporation, a Minnesota corporation (“Company”), and Shawn Singh (“Executive”).
STRATEGIC MASTER SERVICES AGREEMENTStrategic Master Services Agreement • September 20th, 2007 • Sontra Medical Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS STRATEGIC MASTER SERVICES AGREEMENT (the “Agreement”) is made as of September 14, 2007 (the “Effective Date”) by and between Cato Research Ltd., a North Carolina corporation (“CATO RESEARCH”), and Sontra Medical Corporation, a Minnesota corporation (“CLIENT”). Each of CATO RESEARCH and CLIENT may be referred to herein separately as a “Party” and collectively as the “Parties.” As used in this Agreement, “Affiliates” means any corporation, firm, partnership, or other entity which is controlled by or is under common control with a Party. For the purpose of this definition, “control” shall mean the power to direct, or cause the direction of, the management and policies of an entity through the ownership of at least fifty percent (50%) of the voting share capital of such entity or any other comparable equity, by contract, or by ownership interest.
