August 25, 1999
Cardiodynamics International Corp.
0000 Xxxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Mr. Xxxxxxx Xxxxx
Dear Xxxx:
The undersigned purchasers of preferred stock of Cardiodynamics
International Corp. (the "Company") hereby agree to waive their right to
purchase Additional Preferred Stock pursuant to the Securities Purchase
Agreement dated August 21, 1998. As consideration for the foregoing, the Company
agrees to issue to the undersigned warrants to purchase an aggregate amount of
375,000 shares of the Company's common stock at a strike price equal to the
average closing price of the Company's common stock for the ten trading days
immediately prior to August 20, 1999.
Yours truly,
AGR Halifax Fund, Ltd.
By: Ramius Capital Group, LLC
Its: Investment Advisor
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx, Principal
Xxxxxx, Xxxxxx & Co., LP
(on behalf of the purchasers
which it represents)
/s/ Xxxxxxx X. Xxxxxx
------------------------------
By: Xxxxxxx X. Xxxxxx
Its: Chief Operating Officer
Agreed:
Cardiodynamics International Corp.
/s/ Xxxxxxx X. Xxxxx
---------------------------------
By: Xxxxxxx X. Xxxxx
Its: CEO
