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EXHIBIT 4.6
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT,
DATED AS OF DECEMBER 27, 2007, BETWEEN MARINE PARK HOLDINGS,
INC.
AND EACH OF THE SEVERAL PURCHASERS SIGNATORY THERETO
This
Amendment No. 1, dated as of February 6, 2008, between New
Cardio, Inc. (formerly Marine Park Holdings, Inc.), Vision
Opportunity Master Fund, Ltd. (“Vision”) and
Platinum Montaur Life Sciences, LLC (“Platinum”
and collectively with Vision, the “Majority
Holders”) amends the Securities Purchase
Agreement made and entered into as of December 27, 2007, among
the parties thereto (the “Agreement”). All the
terms of the Agreement are incorporated herein by reference,
except as otherwise stated herein. Capitalized terms used
herein that are not defined herein shall have the meaning
ascribed to them in the Agreement.
WHEREAS,
the Agreement may be amended in a writing signed by the
Company and the Purchasers holding 67% in interest of the
Securities then outstanding pursuant to Section 5.5 of the
Agreement; and
WHEREAS,
the Company and the Majority Holders desire to amend the
Agreement.
NOW,
THEREFORE, for good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and
each of the Majority Holders agree as follows:
1.
Section
2.2(a)(v)
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