0001019687-08-005325 Sample Contracts

AMENDED AND RESTATED SERIES A COMMON STOCK PURCHASE WARRANT NEWCARDIO, INC.
Securities Purchase Agreement • December 3rd, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus

THIS AMENDED AND RESTATED 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on December 27, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NewCardio, Inc., a Delaware corporation (the “Company”), up to ______ 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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AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 3rd, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus

This Amendment to Securities Purchase Agreement (this “Amendment”) is made as of the 1st day of December 2008, 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”).

NewCardio, Inc.
Securities Purchase Agreement • December 3rd, 2008 • NewCardio, Inc. • Electromedical & electrotherapeutic apparatus

RE: Amendment to Securities Purchase Agreement (the “Amendment”), dated of even date herewith, 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.

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