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)