Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K NEWCARDIO - NewCardio, Inc. | form8k.htm |
NewCardio,
Inc. –
2350 Mission College Boulevard – Suite 1175
– Santa
Clara, CA –
95054
December
28, 2009
Vision
Opportunity Master Fund, Ltd.
c/o
Vision Capital Advisors, LLC
20 West
55th
Street, 5th
Floor
New York,
NY 10019
Attn: Michael
Mosiello
Fx.
212-867-1416
m.mosiello@visicap.com
Gentlemen:
Reference
is made to that certain Securities Purchase Agreement, dated as of July 30,
2009, between NewCardio, Inc., a Delaware corporation (the “Company”), and each
purchaser identified on the signature pages thereto (collectively, the “Purchasers”),
pursuant to which the Purchasers were issued the Company’s 12% Secured Revolving
Debentures due, subject to the terms therein, March 31, 2011, in the aggregate
principal amount of $3,000,000 (as amended, the “Purchase
Agreement”). Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement or the
Debentures, as the case may be.
Whereas
the Company and Purchasers holding at least a majority in interest of the
Securities presently outstanding have determined that it is in the best
interests of the Company and the Purchasers to amend the Purchase Agreement and,
to the extent applicable, the Transaction Documents, in certain respects, the
purpose of this letter is to amend the Purchase Agreement and the Transaction
Documents, as follows:
|
1.
|
The
term “Debentures” in the Purchase Agreement shall be amended and restated
in its entirety to mean the 12% Secured Revolving Debentures due, subject
to the terms therein, May 31, 2011, issued by the Company to the
Purchasers.
|
|
2.
|
The
term “Advance End Date” in the Debentures shall be amended and restated in
its entirety to mean August 31,
2010.
|
|
3.
|
The
term “Stated Maturity” in the Debentures shall be amended and restated in
its entirety to mean May 31, 2011 or such earlier date as this Debenture
is required or permitted to be repaid as provided
hereunder.
|
|
4.
|
Except
as amended hereby, the Purchase Agreement and the Transaction Documents
remain in force and effect.
|
|
5.
|
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.
|
|
Sincerely,
|
AGREED
TO BY:
VISION
OPPORTUNITY
MASTER FUND, LTD.
|
||
|
/s/
Richard D. Brounstein
|
By: |
/s/
Carl Kleidman
|
|
| Name: Richard D. Brounstein, |
Carl
Kleidman
|
||
| Title: CFO 12.28.09 |
12.30.09
|