WARRANT TO PURCHASE COMMON STOCK OF VYCOR MEDICAL, INC.Warrant Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
This certifies that, for value received, [Heather Vinas/Kenneth T. Coviello] and his/her registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from VYCOR MEDICAL, INC., a Delaware corporation (the “Company”), 80,631,353 shares of the Common Stock of the Company, upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise form attached hereto (the “Notice of Exercise”) duly executed, and simultaneous payment therefor in lawful money of the United States as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
ContractSenior Convertible Debenture • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
This Agreement replaces and supersedes in all respects all prior employment agreements and arrangements between the Company and the Executive, including but not limited to that certain Employment Agreement between the parties dated as of January 1, 2008.
Fountainhead Capital Management LimitedWaiver Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus
The purpose of this letter agreement is to confirm the following agreements by Fountainhead Capital Management Limited (“FCM”) relative to the matters detailed below
SHAREHOLDER’S AGREEMENTShareholder Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
THIS SHAREHOLDER’S AGREEMENT, dated as of December 29, 2009 (this “Agreement”), is made by and among Fountainhead Capital Management Limited, an entity registered in Jersey, C.I. (“FHCM”) and Vycor Medical, Inc., a Delaware corporation (“Vycor”) (individually referred to as a “Party” and collectively, the “Parties”).
LOCK-UP AGREEMENT December 29, 2009Lock-Up Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus
The undersigned understands that Fountainhead Capital Management Limited (“FCM”) proposes to enter into a restructuring and funding commitment (“Restructuring”) with Vycor Medical, Inc. (the “Company”) in accordance with the terms of a letter agreement of even date herewith (“Restructuring Agreement”).
December 29, 2009 Vycor Medical, Inc. 80 Orville Drive, Suite 100 Bohemia, New York 11716 Re: Fountainhead Capital Management Limited/Regent Private Capital, Inc.—Debt Restructuring Ladies and Gentlemen:Debt Restructuring Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus
The purpose of this letter agreement is to set forth the terms of a restructuring (the “Recapitalization”) of certain outstanding loans by Fountainhead Capital Management Limited (“FHCM”) and Regent Private Capital, LLC. (“Regent”) to Vycor Medical, Inc. (“Vycor”).
ContractSenior Convertible Debenture • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
AMENDMENT TO SECURITY AGREEMENTSSecurity Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO SECURITY AGREEMENTS, dated as of the 29th day of December, 2009 (the “Amendment”), is made by and among VYCOR MEDICAL, INC, a Delaware corporation (formerly Vycor Medical, LLC, a New York limited liability company) (“Vycor”), FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED, an entity registered in Jersey, Channel Islands (successor to Fountainhead Capital Partners Limited) (“FHCM”) and REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (“Regent”)
Regent Private Capital, LLCWaiver Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus
Re: Waiver of (1) Anti-Dilution Rights with respect to Warrant dated December 15, 2006; (2) Default on Debentures and (3) Minority Rights Approval; and (4) No Action
DEBENTURE EXCHANGE AGREEMENTDebenture Exchange Agreement • January 6th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
DEBENTURE EXCHANGE AGREEMENT, dated as of December 29, 2009, among Vycor Medical, Inc., a Delaware corporation (“Vycor” or the “Company”) and Fountainhead Capital Management Limited, an entity registered in Jersey (C.I.) (“FHCM”). Vycor and FHCM are hereinafter referred to collectively as the “Parties” and individually as a “Party”).
