THIRD AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
This Third Amendment to Securities Purchase
Agreement (this “ Amendment ”) is made as
of the 17 th
day of June 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 by amending the term “ Lock-Up
Period ” in its entirety to mean the period
commencing on the date hereof, and ending on December 31,
2009.
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Reference is
made to the letter dated December 31, 2008, between
Platinum-Montaur Life Sciences, LLC (“ Platinum
”) and the Company (the “ Put Letter
”). For purposes of the Put Letter, the term
“End Date” is amended to read July 31, 2009.
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Except as
amended hereby, the SPA remains in force and effect.
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This Amendment
may be executed in counterparts that, together, shall have the same
effect as if all parties signed this Amendment on the same
signature page.
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[ SIGNATURE PAGES TO THIS THIRD
AMENDMENT TO SECURITIES PURCHASE AGREEMENT FOLLOW]
