Exhibit 3.5(c)




AMENDED
CHARTER FOR THE




CORPORATE
GOVERNANCE AND NOMINATING COMMITTEE




OF
THE BOARD OF DIRECTORS




OF




NEWCARDIO,
INC.




As
of February 23, 2010




PURPOSE:




The
purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of
Directors (the “Board”)
of NewCardio, Inc. (the “Company”) shall be to review
and make recommendations to the Board on matters concerning corporate
governance; Board composition; identification, evaluation and nomination of
director candidates; Board committees;  and conflicts of
interest.




In
furtherance of these purposes, the Committee will undertake those specific
duties and responsibilities listed below and such other duties as the Board may
from time to time prescribe.




MEMBERSHIP:




The
Committee members shall be appointed by, and shall serve at the discretion of,
the Board.  The Committee shall consist of no fewer than two members
of the Board.  The Board may designate one member of the Committee as
its chair.  The Committee may form and delegate authority to
subcommittees when appropriate. Members of the Committee shall not have a
relationship with the Company or its affiliates that may interfere with the
exercise of their independence, and shall otherwise be deemed “Independent
Directors” as defined by (i) the listing standards of the Nasdaq Stock Market,
Inc. Listing Rules (the “Nasdaq Rules”) and
(ii) the rules of the SEC (including Rule 10A-3).




The
members of the Committee, including the Chair of the Committee, shall be
appointed by the Board.  Committee members may be removed from the
Committee, with or without cause, by the Board.  Any action duly taken by
the Committee shall be valid and effective, whether or not the members of the
Committee at the time of such action are later determined not to have satisfied
the requirements for membership provided herein.






RESPONSIBILITIES AND
DUTIES:




The
responsibilities and duties of the Committee shall include:




Corporate
Governance Generally




·
            Reviewing
      annually the principles of corporate governance approved by the Board to
      ensure that they remain relevant and are being complied with, recommending
      changes to the Board as necessary;




·
            Reviewing
      proposed changes to the Company’s Certificate of Incorporation and Bylaws
      and making recommendations to the
Board;




·
            Determining
      the manner in which stockholders may send communications to the Board (as
      a whole or individually), as well as the process by which stockholder
      communications will be relayed to the Board and what the Board’s response,
      if any, should be and, until replaced by other procedures, the following
      shall be the process:








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Written
recommendations from shareholders for director nominees should be delivered
to:


_______________________


_______________________


_______________________


_______________________





In
order for the Committee to adequately consider any shareholder recommendation,
the recommendation should include an analysis of the proposed nominee under the
criteria discussed above.  In addition, the recommendation must include all
information relating to the proposed director nominee that would be required to
be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended.  The Committee
will evaluate director nominees recommended by shareholders in the same manner
as it evaluates other nominees.  Recommendations received prior to any
Committee meeting where director nominees are to be considered will be
considered at such meeting.





Notwithstanding
the foregoing with respect to shareholder recommendations, shareholder
nominations for director must be submitted in accordance with the provisions of
the Company’s bylaws.




·
            Reviewing
      periodically the succession planning for the Chief Executive Officer and
      other executive officers, reporting its findings and recommendations to
      the Board, and working with the Board in evaluating potential successors
      to these executive management
positions;




·
            Reviewing
      governance-related stockholder proposals, if any, and recommending Board
      responses;




·
            Overseeing
      compliance by the Board and its committees with applicable laws and
      regulations, including those promulgated by the Securities and Exchange
      Commission and, as appropriate, the Nasdaq
  Rules;




·
            Reviewing
      its own charter and processes on an annual
  basis;




Board
Composition, Evaluation and Nominating Activities




·
            Overseeing
      the Board evaluation process including conducting periodic evaluations of
      the performance of the Board as a whole and each Board committee and
      evaluating the performance of Board members eligible for
      re-election;




·
            Reviewing
      and making recommendations to the Board regarding the composition and size
      of the Board and determine the relevant criteria (including any minimum
      qualifications) for Board membership including issues of character,
      integrity, judgment, diversity, age, independence, skills, education,
      expertise, business acumen, business experience, length of service,
      understanding of the Company’s business, other commitments and the
      like;




·
            Reviewing
      annually the relationships that each director has with the Company (either
      directly or as a partner, stockholder or officer of an organization that
      has a relationship with the Company) and shall identify for the Board
      those directors who have no material relationship with the Company (either
      directly or as a partner, stockholder or officer of an organization that
      has a relationship with the
Company);




·
            In
      appropriate circumstances, the Committee, in its discretion, shall
      consider and may recommend the removal of a director for cause, in
      accordance with the applicable provisions of the Company’s certificate of
      incorporation, bylaws and Corporate Governance
  Guidelines;




2






·
            Establishing
      procedures for the submission of candidates for election to the Board
      (including recommendations by stockholders of the
  Company);




·
            Establishing
      procedures for identifying and evaluating nominees for
      Director;




·
            Reviewing
      and recommending candidates for election to the Board at the annual
      meeting of stockholders in compliance with the Company’s policies and
      procedures for consideration of Board
  candidates;




·
            Identifying,
      considering and recommending candidates to fill new positions or vacancies
      on the Board; in performing these duties, the Committee shall have the
      authority, at the Company’s expense, to retain and terminate any search
      firm to be used to identify Board candidates and shall have authority to
      approve the search firm’s fees and other retention
  terms;




·
            Reviewing
      the required disclosure, if applicable, included in the Company’s annual
      public filings regarding the Company’s nomination
  process;




·
            Making
      recommendations for continuing education of Board
  members;




·
            the
      development and recommendation to the Board of a set of corporate
      governance guidelines and principles applicable to the Company (the
      “Corporate Governance Guidelines”) and code of business
      conduct;




Board
Committees




·
            Periodically
      reviewing the charter and composition of each Board committee and making
      recommendations to the Board for the creation of additional Board
      committees or the change in mandate or dissolution of Board
      committees;




·
            Recommending
      to the Board persons to be members of the various Board
      committees;




Conflicts
of Interest




·
            Reviewing
      and approving the Company’s code of business conduct and recommending
      changes to the Board as necessary;




·
            Considering
      questions of possible conflicts of interest of Board members and of
      corporate officers; and




Reviewing
actual and potential conflicts of interest of Board members and corporate
officers, other than related party transactions reviewed by the Audit Committee,
and approving or prohibiting any involvement of such persons in matters that may
involve a conflict of interest or taking of a corporate
opportunity.





In
addition to the powers and responsibilities expressly delegated to the Committee
in this Charter, the Committee may exercise any other powers and carry out any
other responsibilities delegated to it by the Board from time to time consistent
with the Company’s bylaws.  The powers and responsibilities delegated by
the Board to the Committee in this Charter or otherwise shall be exercised and
carried out by the Committee as it deems appropriate without requirement of
Board approval, and any decision made by the Committee (including any decision
to exercise or refrain from exercising any of the powers delegated to the
Committee hereunder) shall be at the Committee’s sole discretion.  While
acting within the scope of the powers and responsibilities delegated to it, the
Committee shall have and may exercise all the powers and authority of the
Board.  To the fullest extent permitted by law, the Committee shall have
the power to determine which matters are within the scope of the powers and
responsibilities delegated to it.




In
performing its duties, the Committee shall have the authority, at the Company’s
expense, to retain, hire, and obtain advice, reports or opinions from internal
or external legal counsel and expert advisors.




MEETINGS:




The Committee will meet at least once
annually and, otherwise, as often as may be deemed necessary or appropriate, in
its judgment, in order to fulfill its responsibilities.  The Committee
may meet either in person or telephonically, and at such times and places as the
Committee determines.  The Committee may establish its own meeting
schedule, which it will provide to the Board.  All non-management
directors that are not members of the Committee may attend and observe meetings
of the Committee, but shall not participate in any discussion or deliberation
unless invited to do so by the Committee, and in any event shall not be entitled
to vote.The Committee may
invite to its meetings other Board members, Company management and such other
persons as the Committee deems appropriate in order to carry out its
responsibilities.  Notwithstanding the foregoing, the Committee may
exclude from its meetings any person it deems appropriate, including but not
limited to, any non-management director that is not a member of the
Committee.






3




MINUTES:




The
Committee will maintain written minutes of its meetings, which will be filed
with the minutes of the meetings of the Board.




REPORTS:




The Chair
of the Committee shall make regular reports to the full Board on the actions and
recommendations of the Committee.




COMPENSATION:




Members
of the Committee shall receive such fees, if any, for their service as Committee
members as may be determined by the Board in its sole discretion.