Common use of REGENT Clause in Contracts

REGENT. REGENT PRIVATE CAPITAL, LLC By: Xxxxxxxx Field, Managing Director Address: 152 West 00 xx Xxxxxx, 0 xx Floor New York, New York 10019 FOUNTAINHEAD FOUNTAINHEAD CAPITAL PARTNERS LIMITED By: Name: Title: Director By: Name: Title: Director Address: Xxxxxxx Xxxxx Xxx Xxxxxx, Xx. Xxxxxx Xxxxxx XX0 0XX EXHIBIT F FORM OF LO CKUP AGREEMENT LOCK-UP AGREEMENT February ______ , 2008 Regent Private Capital, LLC 152 West 00 xx Xxxxxx, 0 xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Regent Private Capital, LLC ("Regent") proposes to enter into a Convertible Debenture Purchase Agreement ("Purchase Agreement") with Vycor Medical, Inc. (the "Company") providing for the investment by Regent of $1,000,000 pursuant to two essentially identical $500,000 principal amount Convertible Debentures (the "Debentures"). In consideration of the agreement by Regent to make the investment in the Company evidenced by the Debentures, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that he, she or it will not, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, grant any security interest in, pledge, hypothecate, or otherwise sell or dispose of any of the common stock, or any options or warrants to purchase any common stock, or any securities convertible into or exchangeable for common stock, or any interest in such securities or rights, owned directly by the undersigned or with respect to which the undersigned has the power of disposition, in any such case whether now owned or hereafter acquired, other than (i) as a bona fide gift or gifts, provided that the undersigned provides prior written notice of such gift or gifts to Regent and the donee or donees thereof agree to be bound by the restrictions set forth herein, (ii) intra-family transfers or transfers for estate planning purposes, provided that the undersigned provides prior written notice of such transfer or bequest, and such transferee or beneficiary agrees to be bound by the terms hereof, (iii) in the sale or exchange of the undersigned's stock in connection with a merger of the Company with a third party, the sale of all or substantially all of the Company's assets to a third party or the sale or exchange of the undersigned's shares pursuant to a bona fide third party tender offer, any of which has been approved by Regent, (iv) with the prior written consent of Regent (which consent can be withheld in Regent's sole discretion), or (v) as otherwise allowed in accordance with the following schedule: Period Percent of Securities That May be Transferred From Closing through the first anniversary of Closing 0 % First anniversary of Closing to second anniversary of Closing 25 % Second anniversary of Closing to third anniversary of Closing 25 % Regent Private Capital, LLC February ______ , 2008 After the third anniversary of the Closing, this Lock-Up Agreement and all restrictions on transfer imposed hereby shall terminate. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any of the common stock held by the undersigned except in compliance with the foregoing restrictions. Regent may in its sole discretion without notice, release all or any portion of the securities subject to this Lock-Up Agreement or any similar agreement executed by any other security holder, and if Regent releases any securities of any other security holder, securities of the undersigned shall not by virtue thereof be entitled to a release from this Lock-Up Agreement. In the event that the undersigned owns no common stock of the Company at the date hereof but prior to the termination of this Lock-Up Agreement has the right to acquire common stock of the Company pursuant to options or warrants, and if the undersigned exercises such options or warrants while this Lock-Up Agreement is effective, he, she or it agrees that the common stock purchased on such exercise of options or warrants will be subject to the terms of this Lock-Up Agreement for the remaining portion thereof, as if commenced on the date of Closing. The undersigned understands that the Company and Regent will undertake the transactions contemplated by the Purchase Agreement in reliance upon this Lock-Up Agreement. Very truly yours, By: Print Name: SCHEDULE 6.2 ACTIONS PROHIBITED WITHOUT MINORITY APPROVAL SCHEDULE 6.2

REGENT. REGENT PRIVATE CAPITAL, LLC By: Xxxxxxxx Field, Managing Director Address: 152 West 00 xx 000 Xxxx 00xx Xxxxxx, 0 xx Floor New York0xx Xxxxx Xxx Xxxx, New York 10019 Xxx Xxxx 00000 FOUNTAINHEAD FOUNTAINHEAD CAPITAL PARTNERS LIMITED By: Name: Title: Director By: Name: Title: Director Address: Xxxxxxx Xxxxx Xxx Xxxxxx, Xx. Xxxxxx Xxxxxx XX0 0XX EXHIBIT F FORM OF LO CKUP LOCKUP AGREEMENT LOCK-UP AGREEMENT February ______ , 2008 Regent Private Capital, LLC 152 West 00 xx 000 Xxxx 00xx Xxxxxx, 0 xx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Regent Private Capital, LLC ("Regent") proposes to enter into a Convertible Debenture Purchase Agreement ("Purchase Agreement") with Vycor Medical, Inc. (the "Company") providing for the investment by Regent of $1,000,000 pursuant to two essentially identical $500,000 principal amount Convertible Debentures (the "Debentures"). In consideration of the agreement by Regent to make the investment in the Company evidenced by the Debentures, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that he, she or it will not, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, grant any security interest in, pledge, hypothecate, or otherwise sell or dispose of any of the common stock, or any options or warrants to purchase any common stock, or any securities convertible into or exchangeable for common stock, or any interest in such securities or rights, owned directly by the undersigned or with respect to which the undersigned has the power of disposition, in any such case whether now owned or hereafter acquired, other than (i) as a bona fide gift or gifts, provided that the undersigned provides prior written notice of such gift or gifts to Regent and the donee or donees thereof agree to be bound by the restrictions set forth herein, (ii) intra-family transfers or transfers for estate planning purposes, provided that the undersigned provides prior written notice of such transfer or bequest, and such transferee or beneficiary agrees to be bound by the terms hereof, (iii) in the sale or exchange of the undersigned's stock in connection with a merger of the Company with a third party, the sale of all or substantially all of the Company's assets to a third party or the sale or exchange of the undersigned's shares pursuant to a bona fide third party tender offer, any of which has been approved by Regent, (iv) with the prior written consent of Regent (which consent can be withheld in Regent's sole discretion), or (v) as otherwise allowed in accordance with the following schedule: Period Percent of Securities That May be Transferred From Closing through the first anniversary of Closing 0 % First anniversary of Closing to second anniversary of Closing 25 % Second anniversary of Closing to third anniversary of Closing 25 % Regent Private Capital, LLC February ______ , 2008 After the third anniversary of the Closing, this Lock-Up Agreement and all restrictions on transfer imposed hereby shall terminate. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any of the common stock held by the undersigned except in compliance with the foregoing restrictions. Regent may in its sole discretion without notice, release all or any portion of the securities subject to this Lock-Up Agreement or any similar agreement executed by any other security holder, and if Regent releases any securities of any other security holder, securities of the undersigned shall not by virtue thereof be entitled to a release from this Lock-Up Agreement. In the event that the undersigned owns no common stock of the Company at the date hereof but prior to the termination of this Lock-Up Agreement has the right to acquire common stock of the Company pursuant to options or warrants, and if the undersigned exercises such options or warrants while this Lock-Up Agreement is effective, he, she or it agrees that the common stock purchased on such exercise of options or warrants will be subject to the terms of this Lock-Up Agreement for the remaining portion thereof, as if commenced on the date of Closing. The undersigned understands that the Company and Regent will undertake the transactions contemplated by the Purchase Agreement in reliance upon this Lock-Up Agreement. Very truly yours, By: Print Name: SCHEDULE 6.2 ACTIONS PROHIBITED WITHOUT MINORITY APPROVAL SCHEDULE 6.2

REGENT. REGENT PRIVATE CAPITAL, LLC By: Xxxxxxxx Field, Managing Director Address: 152 West 00 xx 000 Xxxx 00xx Xxxxxx, 0 xx Floor New York0xx Xxxxx Xxx Xxxx, New York 10019 Xxx Xxxx 00000 FOUNTAINHEAD FOUNTAINHEAD CAPITAL PARTNERS LIMITED By: Name: Title: Director By: Name: Title: Director Address: Xxxxxxx Xxxxx Xxx Xxxxxx, Xx. Xxxxxx Xxxxxx XX0 0XX EXHIBIT F FORM OF LO CKUP LOCKUP AGREEMENT LOCK-UP AGREEMENT February ______ _, 2008 Regent Private Capital, LLC 152 West 00 xx 000 Xxxx 00xx Xxxxxx, 0 xx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Regent Private Capital, LLC ("Regent") proposes to enter into a Convertible Debenture Purchase Agreement ("Purchase Agreement") with Vycor Medical, Inc. (the "Company") providing for the investment by Regent of $1,000,000 pursuant to two essentially identical $500,000 principal amount Convertible Debentures (the "Debentures"). In consideration of the agreement by Regent to make the investment in the Company evidenced by the Debentures, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that he, she or it will not, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, grant any security interest in, pledge, hypothecate, or otherwise sell or dispose of any of the common stock, or any options or warrants to purchase any common stock, or any securities convertible into or exchangeable for common stock, or any interest in such securities or rights, owned directly by the undersigned or with respect to which the undersigned has the power of disposition, in any such case whether now owned or hereafter acquired, other than (i) as a bona fide gift or gifts, provided that the undersigned provides prior written notice of such gift or gifts to Regent and the donee or donees thereof agree to be bound by the restrictions set forth herein, (ii) intra-family transfers or transfers for estate planning purposes, provided that the undersigned provides prior written notice of such transfer or bequest, and such transferee or beneficiary agrees to be bound by the terms hereof, (iii) in the sale or exchange of the undersigned's stock in connection with a merger of the Company with a third party, the sale of all or substantially all of the Company's assets to a third party or the sale or exchange of the undersigned's shares pursuant to a bona fide third party tender offer, any of which has been approved by Regent, (iv) with the prior written consent of Regent (which consent can be withheld in Regent's sole discretion), or (v) as otherwise allowed in accordance with the following schedule: Period Percent of Securities That May be Transferred From Closing through the first anniversary of Closing 0 0% First anniversary of Closing to second anniversary of Closing 25 25% Second anniversary of Closing to third anniversary of Closing 25 25% Regent Private Capital, LLC February ______ _, 2008 After the third anniversary of the Closing, this Lock-Up Agreement and all restrictions on transfer imposed hereby shall terminate. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any of the common stock held by the undersigned except in compliance with the foregoing restrictions. Regent may in its sole discretion without notice, release all or any portion of the securities subject to this Lock-Up Agreement or any similar agreement executed by any other security holder, and if Regent releases any securities of any other security holder, securities of the undersigned shall not by virtue thereof be entitled to a release from this Lock-Up Agreement. In the event that the undersigned owns no common stock of the Company at the date hereof but prior to the termination of this Lock-Up Agreement has the right to acquire common stock of the Company pursuant to options or warrants, and if the undersigned exercises such options or warrants while this Lock-Up Agreement is effective, he, she or it agrees that the common stock purchased on such exercise of options or warrants will be subject to the terms of this Lock-Up Agreement for the remaining portion thereof, as if commenced on the date of Closing. The undersigned understands that the Company and Regent will undertake the transactions contemplated by the Purchase Agreement in reliance upon this Lock-Up Agreement. Very truly yours, By: Print Name: SCHEDULE 6.2 ACTIONS PROHIBITED WITHOUT MINORITY APPROVAL SCHEDULE 6.2