March 23, 2009 Imperium Master Fund, Ltd. c/o Imperium Advisers, LLC 1120 Avenue of the Americas New York, NY 10036 Attention: John Michaelson Dear Mr. Michaelson,Securities Purchase and Loan Agreement • March 24th, 2009 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
Reference is made to that certain Securities Purchase and Loan Agreement (as amended to date, the “Loan Agreement”), dated as of March 24, 2008, by and between Echo Therapeutics, Inc., a Delaware corporation (the “Company”), and Imperium Master Fund, Ltd., a Cayman Islands company (“Imperium”). Reference is also made to that certain Original Issue Discount Senior Secured Note, dated March 24, 2008 (the “Senior Secured Note”), issued by the Company to Imperium pursuant to the Loan Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Loan Agreement and/or the Senior Secured Note. Pursuant to Section 5(c) of the Senior Secured Note, the terms of the Senior Secured Note may be amended or waived by a written instrument executed by the Company and Imperium.
