SECOND AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
This Second Amendment to Securities Purchase
Agreement (this “ Amendment ”) is made as
of the 7 th
day of April 2009, 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 ”).
Capitalized
terms defined in the SPA and not otherwise defined herein shall
have the same meanings as ascribed to them in the SPA.
WHEREAS, by a
vote of the Purchasers holding at least 67% in interest of each
class of the Securities that are issued and outstanding, this
Amendment has been approved;
NOW, THEREFORE,
in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the
undersigned agree as follows:
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The SPA is
hereby amended (A) by amending the term “ Lock-Up
Period ” in its entirety to mean the period
commencing on the date hereof, and ending on the later to occur of
(x) June 30, 2009, or (y) the date that is 180 days after the
closing of a Financing Transaction of at least $5 million in gross
proceeds closing on or before June 30, 2009, and (B) by amending
the term “ Financing Transaction ” in its
entirety to mean the private placement of debt securities and/or
equity or equity-linked securities, generating net proceeds to the
Company of at least $5 million.
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Reference is
made to the letter dated December 1, 2008, between Platinum-Montaur
Life Sciences, LLC and the Company (the “ Put
Letter ”). For purposes of the
Put Letter, (x) the term Financing Transaction, is amended in its
entirety to mean the private placement of debt securities and/or
equity or equity-linked securities, generating gross proceeds to
the Company of at least $5 million, and (y) the term “
End Date ” is amended to read “June 30,
2009”.
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The Company
shall, by 5:00 pm on the 4 th Business Day immediately following the date
hereof, issu
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