ex1032.htm


    Exhibit
10.32

     

     

     

    FOURTH
AMENDMENT TO SECURITIES PURCHASE AGREEMENT

    


    This
Fourth Amendment to Securities Purchase Agreement (this “Amendment”)
is made as of the 28th day of
July 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.  

            	
              Reference
      is made to the letter dated December 1, 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 “June 30,
2010”.

            


    

    


    
      	
              2.  

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

            


    

    


    
      	
              3.  

            	
              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 AMENDMENT TO
SECURITIES PURCHASE AGREEMENT FOLLOW]

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        	NewCardio,
Inc.	 	 	2350
      Mission College Blvd.	 
	
                                 

                              	 	 	
                                Suite
      1175

                              	 
	
                                 

                              	 	 	
                                Santa
      Clara, CA 95054

                              	 
	
                                 

                              	 	 	
                                Facsimile
      Number: 775-254-5118

                              	 
	 	 	 	E-mail:
      rbrounstein@newcardio.com	 
	 	 	 	 	 
	 	 	 	 	 
	By: /s/ Richard D.
      Brounstein	 	 	 	 
	Name:
      Richard D. Brounstein	 	 	 	 
	Title:  Executive
      Vice President, CFO & Secretary	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

     

    


    


    [PURCHASER
SIGNATURE PAGE TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

    


     

    IN
WITNESS WHEREOF, the undersigned has caused this 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: 

                	 
      	 
      
	
                  Name
      of Authorized Signatory: 

                	 
      	 
      
	
                  Title
      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

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

       

      


       

    

     

     

     

     

     

     

     

     

     

     

    


    


    


    [SIGNATURE
PAGES CONTINUE]

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    


    [PURCHASER
SIGNATURE PAGE TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

    


     

    IN
WITNESS WHEREOF, the undersigned has caused this 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: 

    Name of
Authorized Signatory: 

    Title 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 AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

     

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


     

    IN
WITNESS WHEREOF, the undersigned has caused this 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 M. Goldberg

    Title of
Authorized Signatory: Portfolio Manager

    Address
for Notice of Purchaser:  c/o Michael Goldberg

    152 S. 57th Street,
4th
Floor

    New York, NY 10019

    


    


    
 

     

     

     

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