REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES D COMMON STOCK PURCHASE WARRANT NEWCARDIO, INC.Security Agreement • October 7th, 2010 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 30, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on October 1, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NewCardio, Inc., a Delaware corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF SERIES J COMMON STOCK PURCHASE WARRANT MARINE PARK HOLDINGS, INC.Securities Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the first year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marine Park Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2009 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 11, 2009, between NewCardio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2010 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2010, between NewCardio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2010 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2010, between NewCardio, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (collectively, the “Purchasers” and each, including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2010 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Supplement to the Securities Purchase Agreement dated as of October 1, 2010 (as supplemented, this “Agreement”) is dated as of December 20, 2010, between NewCardio, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (collectively, the “Purchasers” and each, including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “ Agreement ”) is dated as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation (the “ Company ”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ Purchaser ” and collectively the “ Purchasers ”).
NEWCARDIO, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of November 1, 2007 by and between NewCardio, Inc., a Delaware corporation (the "Company"), and Branislav Vajdic (the "Executive").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2009 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
Without limiting the generality of the foregoing, the “Collateral” shall include all investment property and general intangibles respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock and the other equity interests listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares of capital stock and/or other equity interests of any other direct or indirect subsidiary of any Debtor obtained in the future, and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any of the foregoing and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends, interest and cash.
Re: Securities Purchase Agreement, dated as of December 27, 2007 (the “Purchase Agreement”), between Marine Park Holdings, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the...Lock-Up Agreement • April 15th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2 of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the 36 month anniversary of the Effective Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of
NewCardio, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2011 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of October 20, 2008 (the “Effective Date”) by and between NewCardio, Inc., a Delaware corporation (the “Company”), and Dorin Panescu (the “Executive”).
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors
MARINE PARK HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business at 850 Third Avenue, Suite 1801, New York, New York 10022 (the “Company”)
AGREEMENTLegal Services Agreement • June 28th, 2006 • EP Floors, Inc. • Construction - special trade contractors
AGREEMENT dated this 26 day of June 2006, by and between EP Floors, Inc. (hereinafter “EPF”), a Delaware Corporation, with offices located at 4 Springfield Street, 5th Floor, P.O. Box 338, Three Rivers, MA 01080, Robert E. Long, President of EPF and Gary B. Wolff, P.C., counsel to EPF, with offices located at 805 Third Avenue, New York, New York.
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors
MARINE PARK HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business at 850 Third Avenue, Suite 1801, New York, New York 10022 (the “Company”)
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 27, 2007, BETWEEN MARINE PARK HOLDINGS, INC.Securities Purchase Agreement • February 11th, 2008 • NewCardio, Inc. • Construction - special trade contractors
This Amendment No. 1, dated as of February 6, 2008, between New Cardio, Inc. (formerly Marine Park Holdings, Inc.), Vision Opportunity Master Fund, Ltd. (“Vision”) and Platinum Montaur Life Sciences, LLC (“Platinum” and collectively with Vision, the “Majority Holders”) amends the Securities Purchase Agreement made and entered into as of December 27, 2007, among the parties thereto (the “Agreement”). All the terms of the Agreement are incorporated herein by reference, except as otherwise stated herein. Capitalized terms used herein that are not defined herein shall have the meaning ascribed to them in the Agreement.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment to Securities Purchase Agreement (this “Amendment”) is made as of the 1st day of December 2008, by and among NewCardio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages to that certain Securities Purchase Agreement (the “SPA”), dated as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation and the Purchasers identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 4th, 2008 • Marine Park Holdings, Inc. • Construction - special trade contractors • New York
MARINE PARK HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business at 850 Third Avenue, Suite 1801, New York, New York 10022 (“Marine Park”)
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • April 15th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 27st day of December, 2007, by and among Marine Park Holdings, Inc., a Delaware C corporation (the “Company”), having an address at 2033 Gateway Place, Suite 500, San Jose, CA, 95110, and Capstone Investments, (“Placement Agent”), having an address at 4660 La Jolla Village Drive, Suite 1040, San Diego, CA 92122, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated December 27, 2007, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2009 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to Securities Purchase Agreement (this “Amendment”) is made as of the 17th day of June 2009, by and among NewCardio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages to that certain Securities Purchase Agreement (the “SPA”), dated as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation and the Purchasers identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • July 24th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
This Settlement and Release Agreement (the "Agreement") is made by and between NewCardio, Inc., a Delaware corporation (the "Company") and Samuel E. George, M.D. ("SG") as of October 1, 2006 (the "Effective Date").
NewCardio, Inc. – 2350 Mission College Boulevard – Suite 1175 – Santa Clara, CA – 95054Securities Purchase Agreement • December 30th, 2009 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus
AMENDMENT NO. I TO RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • April 4th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS AMENDMENT NO. 1 (this "Amendment") is effective as of September 15, 2007 (the "Effective Date") and is made to the Restricted Stock Purchase Agreement between Kenneth Londoner (the "Purchaser") and NewCardio, Inc., a Delaware corporation (along with its successors in interest, the "Company") dated June 4, 2007 (the "RSPA"), whereby the Purchaser purchased 4,200,000 shares of the Company's Common Stock. Any terms not defined in this Amendment shall have the meanings ascribed thereto in the RSPA.
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 27, 2007, BETWEEN MARINE PARK HOLDINGS, INC. AND EACH OF THE SEVERAL PURCHASERS SIGNATORY THERETORegistration Rights Agreement • February 11th, 2008 • NewCardio, Inc. • Construction - special trade contractors
This Amendment No. 1, dated as of February 6, 2008, between New Cardio, Inc. (formerly Marine Park Holdings, Inc.), Vision Opportunity Master Fund, Ltd. (“Vision”) and Platinum Montaur Life Sciences, LLC (“Platinum” and collectively with Vision, the “Majority Holders”) amends the Registration Rights Agreement made and entered into as of December 27, 2007, among the parties thereto (the “Agreement”). All the terms of the Agreement are incorporated herein by reference, except as otherwise stated herein. Capitalized terms used herein that are not defined herein shall have the meaning ascribed to them in the Agreement.
CONSULTING AGREEMENTConsulting Agreement • July 24th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus
THIS IS AN AGREEMENT, effective September 13, 2007 between E4 LLC, a Florida based company (hereinafter called "Consultant"), and NewCardio, Inc., a Delaware corporation, having an address at 2033 Gateway Plaza, Suite 500, San Jose, CA 95110 (hereinafter called "Company").
NewCardio, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of March 1, 2008 (the “Effective Date”) by and between NewCardio, Inc., a Delaware corporation (the “Company”), and Richard Brounstein (the “Executive”).
Memorandum of Understanding Between New Cardio, Inc. and Vincent Renz, Jr.Memorandum of Understanding • June 18th, 2010 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus
James Heisch, representing the Board of Directors of New Cardio, Inc and Vincent Renz Jr. have discussed and agree to the following:
FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2009 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus
This Fourth Amendment to Securities Purchase Agreement (this “Amendment”) is made as of the 28th day of July 2009, by and among NewCardio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages to that certain Securities Purchase Agreement (the “SPA”), dated as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware corporation and the Purchasers identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • June 23rd, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
This Settlement and Release Agreement (the "Agreement") is made by and between NewCardio, Inc., a Delaware corporation (the "Company") and Samuel E. George, M.D. (“SG”) as of October 1, 2006 (the “Effective Date”).
NEWCARDIO, INC. CONSULTING AGREEMENTConsulting Agreement • July 24th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
This Consulting Agreement ("Agreement") is made and entered into as of the 1st day of May, 2008 ("Effective Date"), by and between NewCardio, Inc. ("NewCardio" or "Company"), and JFS Investments ("Consultant"). Company desires to retain Consultant as an independent contractor to perform consulting services for Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
STANDARD FORM COMMERCIAL LEASECommercial Lease • March 22nd, 2006 • EP Floors, Inc.
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • June 23rd, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS ASSIGNMENT (this "Assignment") is made and entered into as of September 28, 2004 (the "Effective Date"), by and between Basko Bojovie, an individual ("Assignor") and NEWCARDIO, INC., a Delaware corporation (the "Company").
Director NomineesShare Exchange Agreement • May 20th, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus • New York
AGREEMENTDeferral Agreement • June 28th, 2006 • EP Floors, Inc. • Construction - special trade contractors
AGREEMENT dated this 26 day of June 2006, by and between EP Floors, Inc. (hereinafter “EPF”), a Delaware Corporation, with offices located at 4 Springfield Street, 5th Floor, P.O. Box 338, Three Rivers, MA 01080 and Robert E. Long, President of EPF.
