Assignment of Rights Under Warrant and Under Option Agreement
Under
Warrant and
Under
Option Agreement
This
Assignment (“Assignment”) is made and entered into by and among Fountainhead
Capital Partners Limited
(“Assignor”) and Regent
Private Capital, LLC
(“Assignee”), and, solely for the purpose of evidencing its consent to the
assignments provided below, Vycor
Medical, Inc.
(“Vycor”)
WHEREAS,
Assignor is a party to (i) an Option Agreement with Vycor Medical, LLC, the
predecessor in interest to Vycor, dated December 14, 2006 (“Option Agreement”),
and (ii) a Warrant to Purchase Membership Units of Vycor Medical, LLC dated
December 15, 2006 (“Warrant”), and
WHEREAS,
in accordance with the agreement of Assignee to provide certain additional
funds
to Vycor pursuant to a Convertible Debenture Purchase Agreement (“Purchase
Agreement”) dated of even date herewith by and between Assignee and Vycor, one
of the conditions to the closing of the funding contemplated thereby is the
assignment by Assignor to Assignee of the contractual rights more fully
described herein, and
WHEREAS,
as a current investor in Vycor, Assignor will receive substantial benefit from
the provision of additional funds by Assignee pursuant to the Purchase
Agreement, and Assignor desires to convey to Assignee the contractual rights
described herein;
NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein,
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and confessed, Assignor and Assignee hereby agree as
follows:
1. Assignment.
Effective as of the date hereof, Assignor hereby assigns and transfers to
Assignee, and Assignee hereby acquires from Assignor, an undivided fifty percent
(50%) interest in Assignor’s right, title and interest in and to the Option
Agreement and the Warrant.
By
reason
of this Assignment, Assignor is assigning to Assignee the rights under the
Warrant to acquire fifty-percent (50%) of the underlying securities issuable
upon exercise of the Warrant (originally, 50.22 units of limited liability
company interest, now adjusted to reflect 805,931 shares of common stock as
a
result of the conversion of Vycor from a limited liability company to a
corporation).
By
reason
of this Assignment, Assignor is assigning to Assignee an undivided fifty percent
(50%) interest in its rights under the Option Agreement, pursuant to which
Vycor
has granted Assignor the rights to make future investments in Vycor in
accordance with the terms thereof.
Assignor
represents and warrants to Assignee that, apart from Assignor’s rights under the
Bridge Loan Debenture dated December 14, 2006 (as amended, to extend the
maturity date thereof) in the original principal amount of $172,500, Assignor
and the Security Agreement between Vycor and Assignor dated December 14, 2006,
has no other rights to acquire any rights or interests in Vycor other than
as
contemplated in the Option Agreement and Warrant.
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2. Consent
of Vycor.
By its
execution of this Agreement in the space indicated below, Vycor hereby consents
to the assignment evidenced hereby.
3. Substitute
Documents.
To
avoid confusion in the future regarding the specific rights of Assignor and
Assignee, Vycor further agrees to provide to each of Assignor and Assignee,
upon
proper transmittal by Assignor of the original Warrant and Option Agreement
to
Vycor, with separate Warrants and Option Agreements, containing the same terms
and conditions, but otherwise reflecting the reduced (i.e. half) interest of
each of Assignor and Assignee with respect to the rights that will be held
by
each subsequent to this Assignment.
4. Further
Actions.
Assignor covenants and agrees to warrant and defend the sale, transfer,
assignment, conveyance, grant and delivery of the portion of its interest in
the
Warrant and the Option Agreement evidenced hereby against all persons
whomsoever, to take all steps reasonably necessary to establish the record
of
Assignee’s interest therein and, at the request of Assignee or Vycor, to execute
and deliver further instruments of transfer and assignment and take such other
action as Assignee or Vycor may reasonably request to more effectively transfer
and assign to and vest in Assignee the interests intended to be conveyed
hereby.
EXECUTED
on this 14th day of February, 2008.
Signatures
and Consent Appear on Following Page
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ASSIGNOR:
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Fountainhead
Capital Partners Limited
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By:
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Name:
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Title:
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ASSIGNEE:
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Regent
Private Capital LLC
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By:
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Name:
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Xxxxxxxx
Field
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Title:
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Managing
Director
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Any
and
all necessary consents to the assignment evidenced hereby are given as of the
date set forth above. The undersigned officer has full authority and power
to
execute this Assignment on behalf of Vycor Medical, Inc.
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