newcardio_8k-ex409.htm


    Exhibit 4.9

     

    


      AMENDMENT TO CERTIFICATE OF DESIGNATION

      


      This Amendment to Certificate of
Preferences, Rights and Limitations of Series A
10% Convertible Preferred Stock of Marine Park Holdings, Inc., is made as of the
1st
day of December 2008.

      


      Reference is made to that certain
Certificate Of Designation of Preferences, Rights and Limitations of Series A
10% Convertible Preferred Stock of Marine Park Holdings, Inc., pursuant to
Section 151 of the Delaware General Corporation Law (the “Certificate”).  Capitalized
terms defined in the Certificate and not otherwise defined herein shall have the
same meanings as ascribed to them in the Certificate.

      


      The undersigned, Richard D.
Brounstein, Executive Vice President, Chief Financial Officer and Secretary of
NewCardio, Inc., hereby certifies that, by a vote of more than 67% of the
holders of the Series A 10% Convertible Preferred Stock (“Series A
Preferred”) of the Corporation, the Certificate is amended as
follows:

      


      1.  The
description of the Certificate shall be amended and restated to read as
follows:

      “NewCardio,
Inc.

      Certificate
of Preferences, Rights and Limitations of

      Series A
10% Convertible Preferred Stock”.

      


      2.  The
term “Corporation” shall
mean “NewCardio, Inc., a Delaware corporation”.

      


      3.  Paragraph
2 of the Certificate shall be amended and restated to read:

      


       “The
Corporation is authorized to issue 1,000,000 shares of preferred stock,
of which
8,200 shares have been issued.”

      


      4.  A
new paragraph “d)” shall be added to Section 3 of the Certificate, which shall
read as follows:

      


       “d)              On
November 26, 2008 (the “Restructure
Date”), a final dividend (the “Final
Dividend”), in lieu of all accrued dividends through the Restructure
Date, shall be paid to each holder of Series A Preferred on the Conversion Date,
in the form of a distribution of a total of shares of Series B Convertible
Preferred Stock of the Corporation (“Series B
Preferred”), as follows:

      


      
        	
                Series A Preferred
      Holder

              	
                Dividend In Series B
      Preferred

              
	 
      	 
      
	
                Vision
      Opportunity Master Fund, Ltd.

              	
                894

              
	
                Vision
      Capital Advantage Fund, L.P

              	
                264

              
	
                Platinum
      – Montaur Life Sciences, LLC

              	
                463

              
	
                Enable
      Capital Management, LP

              	
                  17

              
	
                Harborview
      Master Fund LP

              	
                53

              
	
                Monarch
      Capital Fund, Ltd.

              	
                53

              
	
                Adamas
      Fund, LLLP

              	
                24

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


      The
distribution of Series B Preferred shown above is based on a pro rata
distribution to such holders of Series A Preferred, based on their percentage
ownership of Series A Preferred on the date hereof.  In the event that
any Series A Preferred holder converts any portion of its Series A Preferred
prior to the Restructure Date, then it shall receive a distribution of Series B
Preferred based upon its pro rata ownership on the Restructure Date and the
Company shall have no obligation to (re)distribute to the holders of Series A
Preferred on the Restructure Date any of the Series B Preferred that would have
been distributed to such Series A Preferred holder on the Restructure Date had
it not converted such portion of its Series A Preferred prior to the Restructure
Date, with the number of Series B Preferred to be rounded up or down to the
nearest whole number.”

      


      5.  A
new paragraph “f)” shall be added to Section 6 of the Certificate, which shall
read as follows:

      


      “f)              On
the Restructure Date, contemporaneously with the distribution of the Final
Dividend, each share of Series A Preferred shall be converted into Series B
Preferred at the rate of 105 shares of Series B Preferred for every 100 shares
of Series A Preferred, with the number of Series B Preferred to be rounded up or
down to the nearest whole number.”

      


              IN
WITNESS WHEREOF, the undersigned has executed this Amendment to Certificate of
Preferences, Rights and Limitations of Series A 10% Convertible Preferred Stock
this 1st day of December 2008.

      


      


      s/s Richard D.
Brounstein                                                


      Name:
Richard D. Brounstein

       Title:  Executive
Vice President, CFO & Secretary