THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIRD
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
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”).
Capitalized terms defined in the SPA
and not otherwise defined herein shall have the same meanings as ascribed to
them in the SPA.
WHEREAS, by a vote of the Purchasers
holding at least 67% in interest of each class of the Securities that are issued
and outstanding, this Amendment has been approved;
NOW, THEREFORE, in consideration of
the mutual covenants contained in this Agreement, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the undersigned agree as follows:
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1.
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The
SPA is hereby amended by amending the term “Lock-Up
Period” in its entirety to mean the period commencing on the date
hereof, and ending on December 31,
2009.
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2.
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Reference
is made to the letter dated December 31, 2008, between Platinum-Montaur
Life Sciences, LLC (“Platinum”)
and the Company (the “Put
Letter”). For purposes of the Put Letter, the term “End
Date” is amended to read July 31,
2009.
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3.
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Except
as amended hereby, the SPA remains in force and
effect.
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4.
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This
Amendment may be executed in counterparts that, together, shall have the
same effect as if all parties signed this Amendment on the same signature
page.
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[SIGNATURE PAGES TO THIS THIRD
AMENDMENT TO SECURITIES PURCHASE AGREEMENT FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
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0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx 0000
Xxxxx Xxxxx, XX 00000
Facsimile Number: 000-000-0000
E-mail:
xxxxxxxxxxx@xxxxxxxxx.xxx
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By:
/s/Xxxxxxx
X. Xxxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxxx
Title: Executive
Vice President, CFO & Secretary
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[PURCHASER
SIGNATURE PAGE TO THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned has caused this Third Amendment to Securities
Purchase Agreement to be duly executed by its authorized signatories as of the
date first indicated above.
Name of
Purchaser: Vision Opportunity Master Fund, Ltd.
Signature of Authorized Signatory of
Purchaser: /s/Xxxx
Xxxxxxxx
Name of
Authorized Signatory: Xxxx Xxxxxxxx
Title of
Authorized Signatory: Managing Director
Email
Address of Authorized Signatory:
_______________________________________
Fax
Number of Authorized Signatory:
_________________________________________
Address
for Notice of Purchaser: c/o Vision Capital Advisors
00 X 00xx Xxxxxx,
0xx
Xx.
Xxx Xxxx, XX 00000
Attn.: Xxxx Xxxxx or Xxx
Xxxxxxx
[SIGNATURE
PAGES CONTINUE]
[PURCHASER
SIGNATURE PAGE TO THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned has caused this Third Amendment to Securities
Purchase Agreement to be duly executed by its authorized signatories as of the
date first indicated above.
Name of
Purchaser: Vision Capital Advantage Fund, L.P.
Signature of Authorized Signatory of
Purchaser: /s/Xxxx
Xxxxxxxx
Name of
Authorized Signatory: Xxxx Xxxxxxxx
Title of
Authorized Signatory: Managing Director
Email
Address of Authorized Signatory:
_______________________________________
Fax
Number of Authorized Signatory:
_________________________________________
Address
for Notice of Purchaser: c/o Vision Capital Advisors
00 X 00xx Xxxxxx,
0xx
Xx.
Xxx Xxxx, XX 00000
Attn.: Xxxx Xxxxx or Xxx
Xxxxxxx
[PURCHASER
SIGNATURE PAGE TO THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned has caused this Third Amendment to Securities
Purchase Agreement to be duly executed by its authorized signatories as of the
date first indicated above.
Name of
Purchaser: Platinum-Montaur Life Sciences, LLC
Signature of Authorized Signatory of
Purchaser: /s/ Xxxxxxx
X. Xxxxxxxx
Name of
Authorized Signatory: Xxxxxxx Xxxxxxxx
Title of
Authorized Signatory: Portfolio Manager
Email
Address of Authorized Signatory: xxxxxxxxx@xxxxxxxxxx.xxx
Fax
Number of Authorized Signatory: 000-000-0000
Address
for Notice of Purchaser: c/o Xxxxxxx Xxxxxxxx
000 X.
00xx
Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx, XX 00000
