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...Securities Purchase 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
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”).
