THIRDAMENDMENT TO SECURITIES PURCHASE AGREEMENT

This Third Amendment to Securities Purchase Agreement (this “Amendment”) is made as of the 17th 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:

1.	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.

2.	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.

3.	Except as amended hereby, the SPA remains in force and effect.

4.	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.

[SIGNATURE PAGES TO THIS THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT FOLLOW]

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

 

 

[PURCHASER SIGNATURE PAGE TO THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, the undersigned has caused this Third Amendment to Securities Purchase Agreement to be duly executed by its authorized signatories as of the date first indicated above.

 

Name of Purchaser: Vision Opportunity Master Fund, Ltd.

 

Signature of Authorized Signatory of Purchaser: /s/Carl Kleidman

 

Name of Authorized Signatory: Carl Kleidman

 

Title of Authorized Signatory: Managing Director

 

Email Address of Authorized Signatory: _______________________________________

 

Fax Number of Authorized Signatory: _________________________________________

 

Address for Notice of Purchaser: c/o Vision Capital Advisors

20 W 55th Street, 5th Fl.

New York, NY 10019

Attn.:  Jess Jones or Kim Gabriel

[SIGNATURE PAGES CONTINUE]

 

 

 

[PURCHASER SIGNATURE PAGE TO THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, the undersigned has caused this Third Amendment to Securities Purchase Agreement to be duly executed by its authorized signatories as of the date first indicated above.

 

Name of Purchaser: Vision Capital Advantage Fund, L.P.

 

Signature of Authorized Signatory of Purchaser: /s/Carl Kleidman

 

Name of Authorized Signatory: Carl Kleidman

 

Title of Authorized Signatory: Managing Director

 

Email Address of Authorized Signatory: _______________________________________

 

Fax Number of Authorized Signatory: _________________________________________

 

Address for Notice of Purchaser:  c/o Vision Capital Advisors

20 W 55th Street, 5th Fl.

New York, NY 10019

Attn.:  Jess Jones or Kim Gabriel

[PURCHASER SIGNATURE PAGE TO THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, the undersigned has caused this Third Amendment to Securities Purchase Agreement to be duly executed by its authorized signatories as of the date first indicated above.

 

Name of Purchaser: Platinum-Montaur Life Sciences, LLC

 

Signature of Authorized Signatory of Purchaser: /s/ Michael M. Goldberg

 

Name of Authorized Signatory: Michael Goldberg

 

Title of Authorized Signatory: Portfolio Manager

 

Email Address of Authorized Signatory: ***@***

 

Fax Number of Authorized Signatory: 212 ###-###-####

 

Address for Notice of Purchaser:  c/o Michael Goldberg

                                                        152 S. 57th Street, 4th Floor

                                                        New York, NY 10019