8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 8, 2004

SONTRA MEDICAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Minnesota	000-23017	41-1649949
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 Forge Parkway

Franklin, Massachusetts 02038

(Address of Principal Executive Offices) (Zip Code)

(508) 553-8850

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2004, Sontra Medical Corporation (the “Company”) completed a financing (the “Financing”) that provided the Company with net proceeds of approximately $4 million pursuant to the terms of a Common Stock and Warrant Purchase Agreement, dated as of December 8, 2004 (the “Purchase Agreement”). Under the terms of the Purchase Agreement, investors purchased 2,464,713 shares of the Company’s Common Stock in a private placement at a per share purchase price of $1.70. The investors also received warrants (together with the Placement Agent Warrants, the “Warrants”) to purchase up to 985,886 shares of Common Stock. The Warrants are exercisable at a per share price of $2.45 and will expire no later than the fifth anniversary of the issue date. In addition, the Company shall have the right to terminate the Warrants, upon thirty days notice, in the event that the closing price of the Company’s common stock for twenty consecutive trading days is equal or greater than $4.90 per share.

The Company intends to use the net proceeds from the Financing for working capital and general corporate purposes. Additional closings of the Financing at which the Company may issue up to 171,287 additional shares of Common Stock and warrants to purchase up to 68,514 shares of Common Stock on the same terms as the initial closing may be held through December 17, 2004.

The Company agreed to pay to the placement agent for the Financing for its services (a) a cash fee of seven percent of all funds received by the Company in the Financing from all investors, excluding Warrants, and (b) warrants to purchase a number of shares of Common Stock of the Company equal to five percent of the aggregate number of shares of Common Stock issued in the Financing, on the identical terms and conditions (including a per share exercise price of $2.45) with the Warrants (the “Placement Agent Warrants”). The Company will also reimburse the placement agent for all pre-approved expenses in connection with the Financing. In addition, the placement agent received contractual rights of indemnification from the Company relating to the placement agent’s participation in the Financing.

In the Financing, Michael R. Wigley, Chairman of the Board of the Company, purchased 58,825 shares of Common Stock and Warrants for the purchase of 23,530 shares of Common Stock, for an aggregate purchase price of $100,002.50. In addition, Great Plains Companies, Inc. (“Great Plains”) purchased 58,825 shares of Common Stock and Warrants for the purchase of 23,530 shares of Common Stock, for an aggregate purchase price of $100,002.50. Mr. Wigley is the Chief Executive Officer and the majority shareholder of Great Plains. In addition, a trust for the benefit of Mr. Wigley’s children purchased 58,825 shares of Common Stock and Warrants for the purchase of 23,530 shares of Common Stock, for an aggregate purchase price of $100,002.50.

The offer, sale and issuance to the investors of the Common Stock, the Warrants and the shares of common stock issuable upon the exercise of the Warrants have not been and will not be registered under the Securities Act of 1933, as amended, and, unless so

registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

The Company is required to register for resale under the Securities Act the shares of Common Stock issued to the investors and the shares issuable upon the exercise of the Warrants. The Company is also required to register under the Securities Act for resale by the Placement Agent the shares issuable upon the exercise of the Placement Agent Warrants.

The foregoing description of the Purchase Agreement and the Warrants and the transactions contemplated therein and thereby does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements and instruments, which are filed as exhibits to this Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

On December 8, 2004, the Company completed the Financing and issued an aggregate of 2,464,713 shares of Common Stock at an aggregate purchase price of $4,190,012.10. The Company also issued Warrants to purchase up to 985,886 shares of Common Stock, and became obligated to issue the Placement Agent Warrants to purchase up to 123,235 shares of Common Stock. For a further description of the Financing, see Item 1.01 above, which is incorporated herein by reference. The shares of Common Stock, the Warrants and the Placement Agent Warrants were issued and sold in reliance on Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as a sale by the Company not involving a public offering. No underwriters were involved with the issuance and sale of such securities in the Financing.

Item 8.01. Other Events.

Pursuant to Rule 135c of the Securities Act of 1933, as amended, the full text of a press release issued by the Company on December 8, 2004 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

The following exhibits are filed with this Form 8-K:

10.1	Common Stock and Warrant Purchase Agreement, dated as of December 8, 2004, by and among the Company and the investors listed on Schedule 1 thereto.
10.2	Form of Common Stock Purchase Warrant.
99.1	Press Release of the Company, dated December 8, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sontra Medical Corporation
	By:	/s/ Sean F. Moran
Date: December 9, 2004		Sean F. Moran
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Common Stock and Warrant Purchase Agreement, dated as of December 8, 2004, by and among the Company and the investors listed on Schedule 1 thereto.
10.2	Form of Common Stock Purchase Warrant.
99.1	Press Release of the Company, dated December 8, 2004.

EX-10.1

EXHIBIT 10.1

COMMON STOCK AND WARRANT PURCHASE AGREEMENT

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT, dated as of December 8, 2004 (this “Agreement”), is entered into by and between Sontra Medical Corporation, a Minnesota corporation (the “Company”), and the investors listed on Schedule 1 hereto (each, an “Investor” and, collectively, the “Investors”).

RECITALS

WHEREAS, the Investors desire to purchase from the Company, and the Company desires to issue and sell to the Investors, an aggregate of 2,636,000 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”), of the Company at a per share purchase price of $1.70, and warrants to purchase shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”), exercisable to purchase up to an aggregate of 1,054,400 shares of Common Stock at an exercise price of $2.45 per share of Common Stock, on the terms and subject to the conditions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE COMMON STOCK AND THE WARRANTS

1.1 Purchase and Sale of the Common Stock and Warrants. Subject to the terms and conditions hereof, the Company hereby issues and sells to the Investors, and each Investor hereby purchases from the Company, severally and not jointly, the number of Shares and Warrants set forth opposite such Investor’s name in Schedule 1, for the aggregate purchase price set forth opposite such Investor’s name in Schedule 1 (the “Purchase Price”). Upon satisfaction of the conditions set forth in Section 1.2, the closing of the purchase and sale of the Shares and the Warrants (the “Closing”) shall occur at the offices of Browne Rosedale & Lanouette LLP, or such other location as the parties shall mutually agree. Notwithstanding the foregoing, up to an aggregate of 171,287 Shares and 68,514 Warrants may be issued and sold by the Company to one or more additional purchasers who shall execute and become a party to this Agreement at any time on or before December 17, 2004.

1.2 Closing.

(a) At the Closing, the Company shall deliver or cause to be delivered to each Investor:

(i) this Agreement duly executed by the Company;

(ii) a certificate evidencing the Shares purchased by the Investor, registered in the name of such Investor;

(iii) the Warrant purchased by the Investor, registered in the name of such Investor;

(iv) a legal opinion of Browne Rosedale & Lanouette LLP, in the form of Exhibit B attached hereto; and

(v) a copy of the Company’s Notification Form: Listing of Additional Shares, as filed with The Nasdaq Stock Market, Inc. (“Nasdaq”) in connection with the transactions contemplated hereby.

(b) At the Closing, each Investor shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by such Investor;

(ii) the Purchase Price for the Shares and Warrants purchased by the Investor, payable by certified or bank check or by wire transfer of immediately available funds to the account of the Company; and

(iii) a properly completed and executed copy of the Investor’s Accredited Investor Questionnaire, in the form attached hereto as Exhibit C.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY

The Company represents and warrants to, and agrees with, the Investors as follows:

2.1 Organization, etc. The Company has been duly formed, is validly existing as a corporation in good standing under the laws of the State of Minnesota, and is qualified to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified could reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, business or results of operations of the Company (a “Material Adverse Effect”). The Company has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and to enter into, execute, deliver and perform all of its duties and obligations under this Agreement and to consummate the transactions contemplated hereby.

2.2 Authorization. The execution, delivery and performance of this Agreement and the issuance of the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) have been duly authorized by all necessary corporate action on the part of the Company.

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2.3 Validity; Enforceability. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by, or subject to, any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

2.4 Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 40,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.01 par value per share, of which 7,000,000 shares have been designated Series A Convertible Preferred Stock. Without giving effect to the transactions contemplated by this Agreement, the issued and outstanding capital stock of the Company as of December 3, 2004 consists of 19,199,732 shares of Common Stock, and 73,334 shares of Series A Convertible Preferred Stock. All such shares of the Company have been duly authorized and are fully paid and non-assessable. Except as set forth on Schedule 2.4 hereto or as otherwise contemplated by this Agreement, there are no outstanding options, warrants or other equity securities that are convertible into, or exercisable for, shares of the Company’s capital stock.

2.5 Governmental Consents. The execution and delivery by the Company of this Agreement and the performance by the Company of the transactions contemplated hereby, do not and will not require the Company to effectuate or obtain any registration with, consent or approval of, or notice to any federal, state or other governmental authority or regulatory body, other than (i) periodic and other filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) filings that may be required to be made with Nasdaq, (iii) filings that may be required under federal securities laws, including Regulation G under the Securities Act of 1933, as amended (the “Securities Act”), and state securities or “blue sky” laws, and (iv) as otherwise required to comply with the obligations of the Company under Section 4.1 hereof. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.5, the Company is relying on the representations and warranties made by the Investors in Section 3.4.

2.6 No Violation. Assuming the representations and warranties of the Investors in Section 3 are true, accurate and correct, the execution and delivery of this Agreement and the performance by the Company of the transactions contemplated hereby will not (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws of the Company, (ii) result in a default or breach of, or, except as set forth on Schedule 2.6 hereto, require any consent, approval, authorization or permit of, or filing or notification to, any person, company or entity under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, loan, factoring arrangement, license, agreement, lease or other instrument or obligation to which the Company is a party or by which the Company or any of its assets may be bound, or (iii) violate any law, judgment, order, writ, injunction, decree, statute, rule or regulation of any court, administrative agency, bureau, board, commission, office, authority, department or other governmental entity applicable to the Company, except, in the case of clause (ii) or (iii) above, any such event that could not reasonably be expected to have a Material Adverse Effect or materially impair the transactions contemplated hereby.

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2.7 Issuances of Securities. Upon payment therefor in accordance with the terms hereof, the Shares and the Warrants will be validly issued, fully paid and non-assessable. Upon the exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued, fully paid and non-assessable. The offering, issuance, sale and delivery of the Shares and the Warrants as contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act are being made in compliance with all applicable federal and (except for any violation or non-compliance that could not reasonably be expected to have a Material Adverse Effect) state laws and regulations concerning the offer, issuance and sale of securities, and are not being issued in violation of any preemptive or other rights of any stockholder of the Company. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.7, the Company is relying on the representations and warranties made by the Investors in Section 3.4.

2.8 Commission Filings. The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission (the “Commission”) for periods from and after January 1, 2003 (collectively, the “Commission Filings”), each of which has complied in all material respects with all applicable requirements of the Securities Act and/or the Exchange Act (as applicable). The Company has heretofore made available to the Investors all of the Commission Filings, including the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 and the Company’s Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31, 2004, June 30, 2004 and September 30, 2004. As of their respective dates, the Commission Filings did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of the Company included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of operations for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). Since January 1, 2004, and except as set forth on Schedule 2.8 hereto, there has been no Material Adverse Effect not disclosed in the Commission Filings.

2.9 Intellectual Property. To the knowledge of the Company, the Company owns, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses necessary to conduct its

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business and which the failure to so own or have would result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Since January 1, 2004, the Company has not received any written notice that the Intellectual Property Rights used by the Company violates or infringes the rights of any other party.

2.10 No Actions or Proceedings. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding inquiry, notice of violation, or investigation before any court, governmental or administrative agency or regulatory body (federal, state, county, local or foreign), or arbitrator having jurisdiction over the Company, that, if adversely determined, would have a Material Adverse Effect on the Company, or would challenge the legality, validity or enforceability of this Agreement or the transactions contemplated hereby.

2.11 No Defaults. The Company is not: (i) in violation of its articles of incorporation or by-laws, which violation would have a Material Adverse Effect, (ii) in default under or in violation of any other material agreement or instrument to which it is a party or by which it or any of its properties are bound or affected, which default or violation would have a Material Adverse Effect; or (iii) to its knowledge in violation of any statute, rule or regulation of any governmental authority which violation would have a Material Adverse Effect.

2.12 Nasdaq SmallCap Market. The Common Stock is listed for trading on the Nasdaq SmallCap Market.

2.13 No Undisclosed Liabilities. The Company has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the Commission Filings or on Schedule 2.13 hereto, other than those incurred in the ordinary course of the Company’s business since September 30, 2004 and which, individually or in the aggregate, would not have a Material Adverse Effect.

2.14 Title to Assets. Except as disclosed in the Commission Filings, the Company owns and has good title to all assets of the Company that are material to the business of the Company, free and clear of all liens, charges, security interests, encumbrances, rights of first refusal or other restrictions (collectively “Liens”), except for (i) Liens of materialmen, carriers, landlords and like persons, (ii) Liens for taxes not yet delinquent, and (iii) Liens as do not materially affect the value of such assets and do not materially interfere with the use made and proposed to be made of such assets by the Company.

2.15 Brokers. Except for Starboard Capital Markets, LLC, neither the Company, nor any of its officers, directors or employees, has employed any broker or finder, or incurred any liability for any brokerage fees, commissions, finder’s or other similar fees or expenses in connection with the transactions contemplated hereby.

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ARTICLE III

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE INVESTORS

Each Investor represents and warrants to, and agrees with, the Company, severally but not jointly, as follows:

3.1 Organization, etc. Such Investor has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization. Such Investor has the requisite organizational power and authority to enter into, execute, deliver and perform all of its duties and obligations under this Agreement and to consummate the transactions contemplated hereby.

3.2 Authorization. The execution, delivery and performance of this Agreement have been duly authorized by all necessary organizational or other action on the part of such Investor.

3.3 Validity; Enforceability. This Agreement has been duly executed and delivered by such Investor, and constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as such enforceability may be limited by, or subject to, any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

3.4 Investment Representations.

(a) Such Investor acknowledges that the offer and sale of the Shares and the Warrants to such Investor have not been registered under the Securities Act, or the securities laws of any state or regulatory body and are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and such laws and may not be transferred or resold without registration under such laws unless an exemption is available. The Shares, the Warrants, and the Warrant Shares will be imprinted with a legend in substantially the following form:

“THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND STATE SECURITIES LAWS IS AVAILABLE.”

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(b) Such Investor is acquiring the Shares, the Warrants and the Warrant Shares for investment and not with a view to the resale or distribution thereof and is acquiring such securities for its own account. Such Investor is able (i) to bear the economic risk of the Investor’s investment in the Shares, the Warrants and the Warrant Shares; (ii) to hold the Shares, the Warrants and the Warrant Shares for an indefinite period of time and understands that such securities cannot be resold unless subsequently registered under the Securities Act or unless an exemption from such registration is available, as established by an opinion of counsel satisfactory to the Company; and (iii) currently, and based on existing conditions, hereafter will be able to afford a complete loss of such investment.

(c) Such Investor is an “accredited investor” (as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act), is sophisticated in financial matters and is familiar with the business of the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Such Investor has had the opportunity to investigate on its own the Company’s business, management and financial affairs and has had the opportunity to review the Company’s operations and facilities and to ask questions and obtain whatever other information concerning the Company as such Investor has deemed relevant in making its investment decision.

(d) Such Investor has established and applies anti-money laundering policies and procedures pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. Neither such Investor, nor, to Investor’s knowledge, any of its investors is included on the most recent control list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control.

(e) No representations or warranties have been made to such Investor by the Company or any director, officer, employee, agent or affiliate of the Company, other than the representations and warranties of the Company set forth herein, and the decision of such Investor to purchase the Shares and the Warrant is based on the information contained herein, the Commission Filings and such Investor’s own independent investigation of the Company.

(f) Such Investor has completed and executed an Accredited Investor Questionnaire, in the form attached hereto as Exhibit C, and all information provided by such Investor therein is true, accurate and complete.

3.5 Governmental Consents. The execution and delivery by such Investor of this Agreement and the performance by such Investor of the transactions contemplated hereby, do not and will not require such Investor to effectuate or obtain any registration with, consent or approval of, or notice to any federal state or other governmental authority or regulatory body.

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3.6 No Violation. The execution and delivery of this Agreement and the performance by such Investor of the transactions contemplated hereby, will not (i) conflict with or result in a breach of any provision of the articles of incorporation, by-laws or similar organizational documents of such Investor or (ii) violate any law, judgment, order, writ, injunction, decree, statute, rule or regulation of any court, administrative agency, bureau, board, commission, office, authority, department or other governmental entity applicable to such Investor, except any such violation that could not reasonably be expected to materially impair the transactions contemplated hereby.

3.7 Brokers. Except for Starboard Capital Markets, LLC, neither such Investor, nor any of its officers, directors or employees, has employed any broker or finder, or incurred any liability for any brokerage fees, commissions, finder’s or other similar fees or expenses in connection with the transactions contemplated hereby.

ARTICLE IV

REGISTRATION RIGHTS AND OTHER AGREEMENTS

4.1 Registration Rights.

(a) The Company shall use its reasonable best efforts: (i) to prepare and file with the Commission a registration statement under the Securities Act (as the same may be amended or supplemented from time to time, the “Registration Statement”) with respect to the offer and sale by the Investors of the Shares and the Warrant Shares within 30 business days of the date hereof; (ii) to cause the Registration Statement to be declared effective by the Commission as soon as practicable following receipt of notice from the Commission that it has no further comments on the Registration Statement; and (iii) to register or qualify the Shares and Warrant Shares included in the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor reasonably requests in writing and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investor to consummate the disposition in such jurisdictions of the Shares and Warrant Shares to be sold by the Investor (provided that the Company will not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subject itself to taxation in any such jurisdiction, or consent to general service of process in any such jurisdiction). Notwithstanding the foregoing, if the Registration Statement is not filed within 30 business days of the date hereof, or if the Registration Statement is not declared effective by the Commission within 90 business days of the date hereof (or 120 business days if the Commission shall review the Registration Statement), then the Company shall pay to each Investor in cash, within five business days of the end of each full month the Company is in violation of the forgoing, liquidated damages equal to 1% of the Purchase Price for the Shares and Warrants purchased by such Investor. The Company shall use its reasonable best efforts to maintain the effectiveness of such Registration Statement until the earliest to occur of the following: (i) all of the Shares and the Warrant Shares have been disposed of by the Investors pursuant to the Registration Statement or otherwise transferred (or in the case of the Warrant Shares, all of the Warrants pursuant to which such Warrant Shares are issuable have expired); (ii) the

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second anniversary of the date hereof; or (iii) the Shares and the Warrant Shares can be resold pursuant to Rule 144, promulgated under the Securities Act, or any similar provisions then in effect.

(b) The Investors will furnish to the Company in writing all information reasonably requested by the Company for use in connection with the preparation of the Registration Statement and obtaining the effectiveness thereof. Each Investor hereby represents and warrants, severally but not jointly, that all such information furnished by it shall be true, accurate and complete.

(c) If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investors in writing of the existence of a Potential Material Event (as defined below), no Investor shall offer or sell any of the Shares or the Warrant Shares, or engage in any other transaction involving or relating to the Shares or the Warrant Shares, from the time of the giving of notice with respect to a Potential Material Event until such Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. As used herein, “Potential Material Event” means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the registration statement would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the registration statement would be materially misleading absent the inclusion of such information.

(d) All registration and filing fees, fees and expenses of compliance with securities laws, printing expenses and all independent certified public accountants fees and expenses of counsel to the Company and other persons retained by the Company will be borne by the Company. The Company shall have no obligation to pay any fees or expenses of brokers, underwriters, counsel or others retained by any of the Investors in connection with the sale, or potential sale, of the Shares or Warrant Shares.

(e) The Company agrees to indemnify, to the fullest extent permitted by law, the Investors and their respective officers, directors, partners, employees, advisors and agents against any and all Loss (as hereinafter defined) arising out of or based upon any untrue, or alleged untrue, statement of a material fact contained in the Registration Statement or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except (i) insofar as the same are caused by or contained in any information furnished by an Investor pursuant to clause (b) or (ii) insofar as the same are caused by a failure by an Investor to deliver an updated prospectus that has been filed with the Commission and made available to such Investor or its representatives for

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delivery to a purchaser. Each Investor agrees to indemnify, to the fullest extent permitted by law, the Company, the other Investors and their respective officers, directors, partners, employees, advisors and agents against any and all Loss arising out of or based upon any untrue, or alleged untrue statement of a material fact contained in the Registration Statement or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (i) insofar as the same are caused by or contained in any information furnished by indemnifying Investor pursuant to clause (b) or (ii) insofar as the same are caused by a failure by the indemnifying Investor to deliver an updated prospectus that has been filed with the Commission and made available to such Investor or its representatives for delivery to a purchaser. Any indemnity obligation arising under this Section 4.1 shall be governed by the provisions of Section 5.3.

(f) The Company will advise the Investors promptly after it receives any notice of issuance by the Commission, any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of the Shares or Warrant Shares by the Investors, or of the suspension of the qualification of the Common Stock of the Company for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose.

4.2 Legend Removal. Certificates evidencing the Shares and the Warrant Shares shall not be required to contain any restrictive legend (including the legend set forth in Section 3.4(a) of this Agreement): (i) while a registration statement (including the Registration Statement) covering the resale of such securities is effective under the Securities Act, provided that the holder thereof covenants that in connection with each sale of such securities, a copy of the final prospectus that forms a part of such registration statement will be delivered in accordance with the provisions of Section 5(b)(2) of the Securities Act, and the rules and regulations promulgated thereunder; (ii) following any sale of such securities pursuant to Rule 144 under the Securities Act in the opinion of counsel to the Company; (iii) if such securities are eligible for sale under Rule 144(k) under the Securities Act in the opinion of counsel to the Company; or (iv) if such legend is not required under applicable law, or, in the opinion of the Company’s counsel, in accordance with Rule 502(d) under the Securities Act, or other interpretations and pronouncements of the Commission. Upon request of the holder, the Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly to effect the removal of such legend pursuant to the foregoing sentence. If all or a portion of the Warrant is exercised at a time when there is an effective registration statement (including the Registration Statement) covering the resale of the Warrant Shares under the Securities Act, the certificate evidencing such Warrant Shares shall be issued free of all restrictive legends, provided that the holder thereof covenants that in connection with each sale of such securities, a copy of the final prospectus that forms a part of such registration statement will be delivered in accordance with the provisions of Section 5(b)(2) of the Securities Act, and the rules and regulations promulgated thereunder. The Company agrees that at such time as such restrictive legend is not required as provided in this Section 4.2, it will, as soon as practicable following the delivery by the holder to the Company’s transfer agent of a certificate representing the Shares or Warrant Shares, as

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the case may be, deliver or cause to be delivered to such holder a certificate representing such securities that is free from all restrictive legends. Unless otherwise required by law or judicial order, the Company shall not make any notation on its records or give any instructions to its transfer agent that enlarge the restrictions on transfer set forth in this Agreement.

ARTICLE V

SURVIVAL; INDEMNIFICATION

5.1 Survival. The representations and warranties contained in Articles II and III hereof shall survive until the first anniversary of the date hereof.

5.2 Indemnification. Each Investor (including its officers, directors, employees, affiliates, agents, successors and assigns (each, an “Indemnified Party”)) shall be indemnified and held harmless by the Company for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), arising out of or resulting from the breach of any representation, warranty, agreement or covenant made by the Company contained in this Agreement. Notwithstanding the foregoing, the aggregate liability of the Company under this Article V shall in no event exceed the purchase price paid by the Investors for the Shares and the Warrants.

5.3 Indemnification Procedure. The obligations and liabilities of the Company under this Article V with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article V (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Company from any of its obligations under this Article V except to the extent the Company is materially prejudiced by such failure and shall not relieve the Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party within five (5) days of the receipt of such notice, the Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and the Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Company. In the event the Company exercises the right to undertake any such defense against any such Third Party Claim as provided

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above, the Indemnified Party shall cooperate with the Company in such defense and make available to the Company, at the Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Company’s expense, all such witnesses (including himself), records, materials and information in the Company’s possession or under the Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, the Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by the Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

ARTICLE VI

MISCELLANEOUS

6.1 Expenses. All costs and expenses, including, without limitation, fees and disbursements of counsel, incurred in connection with the negotiation, execution and delivery of this Agreement and its related documents shall be paid by the party incurring such costs and expenses.

6.2 Publicity. Except as may be required by applicable law or the rules of any securities exchange or market on which securities of the Company are traded, no party hereto shall issue a press release or public announcement or otherwise make any disclosure concerning this Agreement and the transactions contemplated hereby, without prior approval of the others; provided, however, that nothing in this Agreement shall restrict the Company or any Investor from disclosing such information (a) that is already publicly available, (b) that may be required or appropriate in response to any summons or subpoena (provided that the disclosing party will use commercially reasonable efforts to notify the other parties in advance of such disclosure under this clause (b) so as to permit the non-disclosing parties to seek a protective order or otherwise contest such disclosure, and the disclosing party will use commercially reasonable efforts to cooperate, at the expense of the non-disclosing parties, in pursuing any such protective order) or (c) in connection with any litigation involving disputes as to the parties’ respective rights and obligations hereunder. Notwithstanding the foregoing, (i) by 9:30 a.m. on the first business day following the Closing, the Company shall issue a press release regarding this Agreement and the transactions contemplated hereby, (ii) within one business day following the Closing, the Company shall file a Current Report on Form 8-K with the

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Commission regarding this Agreement and the transactions contemplated hereby, and (iii) promptly following the Closing shall make all other necessary filings with the Commission, Nasdaq and any other governmental authority or regulatory body.

6.3 Entire Agreement. This Agreement and any other agreement or instrument to be delivered expressly pursuant to the terms hereof constitute the entire Agreement between the parties hereto with respect to the subject matter hereof and supersede all previous negotiations, commitments and writings with respect to such subject matter.

6.4 Assignments; Parties in Interest. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing herein, express or implied, is intended to or shall confer upon any person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason hereof, except as otherwise provided herein.

6.5 Amendments. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the parties against whom such amendment or modification is sought to be enforced.

6.6 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.

6.7 Notices and Addresses. Any notice, demand, request, waiver, or other communication under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served or sent by facsimile; on the business day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service or express mail for next day delivery; and on the fifth business day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:

To Company:	Sontra Medical Corporation
	10 Forge Parkway
	Franklin, MA 02038
	Fax: (508) 553-8760
	Attn: Sean F. Moran
With a copy to:	Browne Rosedale & Lanouette LLP
	31 St. James Avenue
	Boston, MA 02116
	Fax: (617) 399-6930
	Attn: Kevin P. Lanouette, Esq.
To the Investors:	To the address set forth on Schedule 1.

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6.8 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

6.9 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

6.10 Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by facsimile, and a facsimile signature shall have the same force and effect as an original signature on this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed on the date first set forth above.

SONTRA MEDICAL CORPORATION
By:	/s/ Sean Moran
Name:	Sean Moran
Title:	Chief Financial Officer

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COUNTERPART INVESTOR SIGNATURE PAGE

IN WITNESS WHEREOF, this Agreement has been duly executed on the date first set forth above.

[                    ]

By:

Name:

Title:

16

EX-10.2

EXHIBIT 10.2

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT.

Warrant No. 2004-	Number of Shares:
Date of Issuance: December 8, 2004	(subject to adjustment)

SONTRA MEDICAL CORPORATION

Common Stock Purchase Warrant

Void after December 8, 2009

Sontra Medical Corporation, a Minnesota corporation (the “Company”), for value received, hereby certifies that                                  (including registered assigns, the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time or from time to time on or after December 8, 2004 and on or before December 8, 2009 at not later than 5:00 p.m. (Boston, Massachusetts time) up to                      shares of Common Stock, $.01 par value per share, of the Company (the “Common Stock”), at a purchase price of $2.45 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.

1. Registration Rights. The Warrant Shares possess certain registration rights pursuant to that certain Common Stock and Warrant Purchase Agreement, dated as of December 8, 2004, by and between the Company and the Investors listed therein (the “Purchase Agreement”).

2. Exercise.

(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full in cash, by certified or bank check, or by wire transfer of immediately available funds, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.

(b) If on any date after the effectiveness of the Registration Statement (as defined in the Purchase Agreement), the closing price of the Common Stock, as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the principal exchange on which the Common Stock is listed, or if not so listed then in the over-the-counter market as published in The Wall Street Journal, for 20 consecutive trading days equals at least $4.90 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and upon 30 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time prior to such termination pursuant to Section 2(a), and (ii) the Registration Statement shall be effective at all times during such 30-day notice period. Upon such termination, the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 30-day notice period, provided that such 30-day notice period terminates prior to December 8, 2009.

(c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(d) In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Registered Holder within a reasonable time and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such reasonable time.

(e) For purposes of this Warrant, the per share fair market value of the Company’s Common Stock shall mean:

(i) If the Company’s Common Stock is publicly traded, the per share fair market value shall be the average of the closing prices of the Common Stock as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the principal exchange on which the Common Stock is listed, or if not so listed then the fair market value shall be the average of the closing bid prices of the Common Stock in the over-the-counter market as published in The Wall Street Journal, in each case for the fifteen trading days ending five trading days prior to the date of determination of fair market value;

(ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value shall be such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length.

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3. Adjustments.

(a) If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced and the number of Warrant Shares issuable upon exercise of the Warrant immediately prior to such subdivision or the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend, be proportionately increased. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased, and the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately reduced.

(b) If there shall occur any capital reorganization or reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the surviving corporation), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance reasonably satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, (i) the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, merger or sale by a holder of the number of shares of Common Stock then purchasable under this Warrant, or (ii) in the case of such a merger or sale in which the consideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, at the option of the Registered Holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the fair market value per share of Common Stock at the time of the transaction, as determined pursuant to subsection 1(e) above. The provisions of this subsection 3(b) shall similarly apply to successive reclassifications, changes, mergers and transfers.

(c) When any adjustment is required to be made pursuant to this Section 3, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price and the number of Warrant Shares issuable upon exercise of this Warrant after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following such adjustment.

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4. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the fair market value per share of Common Stock, as determined pursuant to subsection 1(e) above.

5. Requirements for Transfer.

(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”

The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act.

6. Representations and Warranties of Registered Holder. The Registered Holder represents and warrants to the Company as follows:

(a) This Warrant and the Warrant Shares issuable upon exercise thereof are being acquired for the Registered Holder’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Registered Holder has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Act. The Registered Holder is not a registered broker dealer or an entity engaged in the business of being a broker dealer. The Registered Holder understands that this Warrant and the Warrant Shares issuable upon exercise thereof are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Warrant and the Warrant Shares issuable upon exercise thereof may be resold without registration under the Act only in certain limited circumstances.

(b) The Registered Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.

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(c) The Registered Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant.

7. Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant; provided, however, that if at any time the Company shall not have sufficient shares so available, the Company shall promptly take corrective action to remedy such shortfall.

8. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 5 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. Transfers, etc.

(a) The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Any Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

(b) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.

(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary and with no liability whatsoever to the Registered Holder.

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11. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder of this Warrant shall be given by hand, by messenger, mailed by first-class certified, registered mail, postage prepaid, or by a nationally recognized overnight delivery company to the address furnished to the Company in writing by the last Registered Holder of this Warrant who shall have furnished an address to the Company in writing. All notices and other communications from the Registered Holder of this Warrant or in connection herewith to the Company shall be given by hand, by messenger, mailed by first-class certified or registered mail, postage prepaid, or by a nationally recognized overnight delivery company to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth in the preamble hereto, it shall give prompt written notice to the Registered Holder of this Warrant and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.

12. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

13. Change or Waiver. Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

14. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

15. Governing Law. This Warrant will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

SONTRA MEDICAL CORPORATION

By:

Name:

Title:

6

EXHIBIT I

PURCHASE FORM

To:	Sontra Medical Corporation	Dated:
	10 Forge Parkway
	Franklin, MA 02038
	Attn: Chief Financial Officer

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.         ), hereby irrevocably elects to purchase              shares of the Common Stock covered by such Warrant. The undersigned herewith makes payment of $             in lawful money of the United States, representing the full purchase price for such shares at the price per share provided for in such Warrant.

Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

The undersigned hereby represents and warrants that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 6 of the attached Warrant are true and correct as of the date hereof.

Signature:

Address:

EXHIBIT II

ASSIGNMENT FORM

FOR VALUE RECEIVED,                                                                                                        hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No.             ) with respect to the number of shares of Common Stock covered thereby set forth below, unto:

Name of Assignee	Address	Shares
Dated:	Signature:
Dated:	Witness:

EX-99.1

Exhibit 99.1

Sontra Medical Corporation Completes $4 Million Financing

FRANKLIN, Mass., December 8, 2004 — Sontra Medical Corporation (Nasdaq SC: SONT) announced today that it has completed a financing that provided Sontra with net proceeds of approximately $4 million. On December 8, 2004, investors purchased approximately 2.5 million shares of the Company’s Common Stock in a private placement at a per share purchase price of $1.70. The investors also received warrants to purchase approximately 1 million shares of Common Stock. The warrants are exercisable at a per share price of $2.45 and will expire no later than the fifth anniversary of the issue date. In addition, the Company shall have the right to terminate the warrants, upon thirty days notice, in the event that the closing price of the Company’s common stock for twenty consecutive trading days is equal or greater than $4.90 per share.

The offer, sale and issuance to the investors of the Common Stock, the warrants and the shares of common stock issuable upon the exercise of the warrants have not been and will not be registered under the Securities Act of 1933, as amended, and, unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

The Company is required to register for resale under the Securities Act the shares of Common Stock issued to the investors and the shares issuable upon the exercise of the warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Sontra Medical Corporation (http://www.sontra.com)

Sontra Medical Corporation is a technology leader in transdermal science. Sontra’s SonoPrep^® ultrasound-mediated skin permeation technology combined with technical competencies in transdermal drug formulation, delivery systems and biosensors is creating a new paradigm in transdermal drug delivery and diagnosis. The SonoPrep technology has demonstrated strong initial human clinical trials at leading universities and medical centers for several billion dollar market opportunities including the transdermal delivery of vaccines and large molecule drugs and continuous non-invasive glucose monitoring. Sontra is currently marketing the SonoPrep device and procedure tray for use with topical lidocaine to achieve rapid (within five minutes) skin anesthesia.