FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Exhibit
10.32
FOURTH
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
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”).
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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Reference
is made to the letter dated December 1, 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 “June 30,
2010”.
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2.
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Except
as amended hereby, the SPA remains in force and
effect.
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3.
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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 AMENDMENT TO
SECURITIES PURCHASE AGREEMENT FOLLOW]
1
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
| NewCardio, Inc. | 0000 Xxxxxxx Xxxxxxx Xxxx. | |||
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Xxxxx
0000
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Xxxxx
Xxxxx, XX 00000
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Facsimile
Number: 000-000-0000
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| E-mail: xxxxxxxxxxx@xxxxxxxxx.xxx | ||||
| By: /s/ Xxxxxxx X. Xxxxxxxxxx | ||||
| Name: Xxxxxxx X. Xxxxxxxxxx | ||||
| Title: Executive Vice President, CFO & Secretary |
2
[PURCHASER
SIGNATURE PAGE TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned has caused this Amendment to Securities
Purchase Agreement to be duly executed by its authorized signatories as of the
date first indicated above.
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Name
of Purchaser: Vision Opportunity Master Fund, Ltd.
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Signature of Authorized
Signatory of Purchaser:
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Name
of Authorized Signatory:
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Title
of Authorized Signatory:
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Address
for Notice of Purchaser: c/o Vision Capital Advisors
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00
X 00xx
Xxxxxx, 0xx
Xx.
Xxx
Xxxx, XX 00000
Attn.: Xxxx
Xxxxx
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[SIGNATURE
PAGES CONTINUE]
3
[PURCHASER
SIGNATURE PAGE TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned has caused this 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:
Name of
Authorized Signatory:
Title 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 AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
4
IN
WITNESS WHEREOF, the undersigned has caused this 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 X. Xxxxxxxx
Title of
Authorized Signatory: Portfolio Manager
Address
for Notice of Purchaser: c/o Xxxxxxx Xxxxxxxx
000 X. 00xx Xxxxxx,
0xx
Xxxxx
Xxx Xxxx, XX 00000
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