Unassociated Document


    EXHIBIT
10.27

     

    WAIVER

     

    THIS
WAIVER (this "Waiver") is dated as of March 13, 2008, by and among NewCardio,
Inc., a Delaware corporation (the "Company"),
and the holders identified on the signature pages hereto (collectively,
the "Holders").
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings provided such terms in the Registration Rights
Agreement referred to below.

     

    WHEREAS, the Company and the Holders
are parties to a Registration Rights Agreement dated as of December 27, 2007
(the "Registration
Rights Agreement");

     

    WHEREAS, pursuant to Section 2(b) of
the Registration Rights Agreement, if the Company fails to respond in writing to
comments from the Commission in respect of a Registration Statement within 20
calendar days after receipt of such comments from the Commission, the Holders are entitled to
liquidated damages equal to 2% of the aggregate purchase price paid by each Holder
pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by
such Holder (the "Liquidated
Damages");

     

    WHEREAS, the Company received comments
from the Commission in respect of the Registration Statement filed with
the Commission on February 11, 2008, in a letter dated March 7, 2008 (the "Comment
Letter");

     

    WHEREAS,
the parties agree that the Company should respond to the Comment Letter after
the Company files its Annual Report on Form 10-K on March 31, 2008;

     

    WHEREAS,
the Holders hold a majority of the currently outstanding Registrable Securities
(including all Registrable Securities issuable upon exercise or conversion of
any Security) and, as such, pursuant to Section 6(f) of the Registration Rights
Agreement, the Holders may waive the right of all Holders to receive the
Liquidated Damages;

     

    WHEREAS,
the Holders hereby agree to waive the right of all Holders to receive the
Liquidated Damages in connection with the Company's failure to respond in
writing to the Comment Letter within 20 calendar days of its receipt of the
Comment Letter.

     

    WHEREAS,
subject to the terms and conditions set forth herein, the parties hereto agree
as follows.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

     

    1.    Waiver.
Pursuant to Section 6(f) of the Registration Rights Agreement, the Holders
hereby waive the right of all Holders to receive the Liquidated Damages they
would otherwise be entitled to pursuant to Section 2(b)(iii) until April 15th,
2008.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.    Amendment.
Definitions of Filing Date and Effective Date are hereby amended
as follows:

     

    "Filing
Date" means, with respect to the Initial Registration Statement required
hereunder, April 15th, 2008,
with respect to any additional Registration Statements which may be required
pursuant to Section 3(c), the earliest practical date on which the Company is
permitted by SEC Guidance to file such additional Registration Statement related
to the Registrable Securities.

     

    "Effectiveness
Date" means, with respect to the Initial Registration Statement required
to be filed hereunder, May 31st, 2008
(or, in the event of a "full review" by the Commission, July 30th, 2008,
or, if such "full review" includes comments from the Commission regarding the
availability of Rule 415, August 31st, 2008)
and with respect to any additional Registration Statements which may be required
pursuant to Section 3(c), the 90th
calendar day following the date on which an additional Registration Statement is
required to be filed hereunder; provided,
however, that in the event the Company is notified by the Commission that
one or more of the above Registration Statements will not be reviewed or is no
longer subject to further review and comments, the Effectiveness Date as to such
Registration Statement shall be the fifth Trading Day following the date on
which the Company is so notified if such date precedes the dates otherwise
required above.

     

    3.    Miscellaneous.

     

    a.    This
Waiver is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Registration Rights
Agreement.

     

    b.    This
Waiver may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterpart,
when executed and delivered, shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be held by the Company.

     

    c.    THIS WAIVER
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

     

     

    [Signature
Pages Follow]

     

    
      
         

      

      
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    [SIGNATURE
PAGE FOR THE COMPANY]

     

    IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Waiver to be duly executed and delivered as of the date first above
written.

     

     

     

     

    
      
        	 	NEWCARDIO,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Richard
      D. Brounstein	 
	 	 	Richard
      D. Brounstein	 
	 	 	Chief
      Financial Officer	 
	 	 	 	 


      

    

     

    
      
         

      

      
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    [SIGNATURE
PAGE FOR HOLDERS WHICH ARE ENTITIES]

     

    IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Waiver to be
duly executed and delivered as of the date first above written.

     

     

     

     

    
      
        	 	Vision
      Opportunity Master Fund, Ltd.	 
	 	Name
      of Holder (Print or Type)	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Adam
      Benowitz	 
	 	 	      
                Signature

              	 
	 	 	 	 
	 	Its:	Adam
      Benowitz	 
	 	 	Title:
      Director	 
	 	 	 	 


      

    

     

     

     

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