Second Amendment dated January 13, 2009 to Lease between CRP-2 Forge, LLC and Registrant

               This SECOND AMENDMENT TO LEASE (this "Second Amendment")  is dated as of January 13, 2009 (the "Effective  Date") by and between CRP-2 Forge, LLC, a Delaware limited liability company ("Landlord") and Echo Therapeutics, Inc. (f/k/a Sontra Medical Corporation), a Delaware corporation ("Tenant").

 

                WHEREAS, Landlord, as successor in interest to Forge Park Investors, LLC, and Tenant  are patties to that certain Lease Agreement dated January 24, 2003 (as amended by First Amendment to Lease dated February  II, 2008, the "Lease"), for the lease of cettain premises consisting of approximately 12,999 square feet located at I 0 Forge Parkway, Franklin, Massachusetts, as more patticularly described in the Lease (the "Premises"); and

 

                WHEREAS, Landlord and Tenant wish to amend cettain provisions of the Lease to reflect Tenant's exercise of its first option to renew the Lease pursuant to Section 2C of the First Amendment;

 

                 NOW, THEREFORE, fot· good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows.

 

I.              Definitions.  Capitalized terms used in this Second Amendment shall have the same meanings ascribed to such capitalized tet·ms in the Lease, unless otherwise provided for herein.

2.              Modifications.  Modifications  to Lease:

                A.       Extension.  The Term of the Lease shall be extended for one(!) year and the Expiration Date as referenced in the Lease is hereby extended from March 31, 2009 to March 31, 20 I 0. Tenant acknowledges  that it has previously occupied the Premises and is accepting them AS-IS in their current condition, without representation or warranty by Landlord.

                 B.       Base Rent.  Commencing  on April I, 2009 the Base Rent shall be payable according to the following schedule:

 

                C.        Renewal.  In accordance with the First Amendment, Tenant has one (I)  remaining option to extend the Lease for one (I) year, subject to the provisions of the First Amendment  and the Lease.

 

3.             Governing Law.  This Second Amendment shall be governed by and construed in accordance wfth the laws of the Commonwealth  of Massachusetts (without regard to conflicts of law).

 

4.             Ratification of Lease.  Except as modified hereby, all other terms and conditions of the Lease shall remain unchanged and in full force and effect and are hereby ratified and confirmed by the patties hereto.  Tenant represents and warrants to Landlord that as of the date of Tenant's execution of this Second Amendment: (a) Tenant  is not in default under any of the terms and provisions of the Lease; (b) Landlord is not in default in the performance of any of its obligations under the Lease; (c) Landlord has completed, to Tenant's satisfaction, any Landlord work to the Premises, and has paid, as required by the Lease, any tenant improvement allowances in connection therewith; and (d) Tenant is unaware of any condition or circumstance which, with the giving of notice or the passage of time or both, would constitute a default by Landlord under the Lease.  Tenant further acknowledges  that as of the date of Tenant's  execution of this Second Amendment Tenant has no defenses, offsets, liens, claims or counterclaims against Landlord under the Lease or against the obligations of Tenant under the Lease (including, without limitation, any rentals or other charges due or to become due under the Lease).

 

5.             Limitation of Liability. Neither Landlord nor any officers, director, member or employee of Landlord nor any owner of the Building, whether disclosed or undisclosed, shall have any personal liability with respect to any of the provisions of the Lease, as hereby amended, or the Premises, and if Landlord is in breach or default with respect to Landlord's  obligations under the Lease, as hereby amended, or otherwise, Tenant shall look solely to the interest of Landlord in the Building for the satisfaction of Tenant's remedies or judgments.

 

6.             Entire Agreement.  This Second Amendment, in conjunction with the Lease, constitutes the entire agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes all oral and written agreements and understandings  made and entered into by the pmties prior to the date hereo

 

7.            Multiple Counterparts.  This Second Amendment may be executed in multiple counterparts, all of which, when taken together, shall constitute one and the same instrument.

 

 

                 IN WITNESS WHEREOF, the patties hereto have executed this Second Amendment as of the Effective Date stated above.