0001013762-10-002410 Sample Contracts

SERIES D COMMON STOCK PURCHASE WARRANT NEWCARDIO, INC.
NewCardio, Inc. • October 7th, 2010 • 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).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

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