0001145443-14-001024 Sample Contracts

FORM OF] SERIES B WARRANT TO PURCHASE COMMON STOCK OF VYCOR MEDICAL, INC.
Vycor Medical Inc • August 8th, 2014 • Surgical & medical instruments & apparatus • Florida

This certifies that, for value received, FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED and its registered assigns ("Holder") is entitled, subject to the terms set forth below, to purchase from VYCOR MEDICAL, INC., a Delaware corporation (the "Company"), _____ 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.

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • August 8th, 2014 • Vycor Medical Inc • Surgical & medical instruments & apparatus • Florida

This Securities Exchange Agreement (this “Agreement”) is dated as of August 5, 2014, between Vycor Medical, Inc., a Delaware corporation (the “Company”), and Fountainhead Capital Management Limited (“Fountainhead”).

AGREEMENT
Agreement • August 8th, 2014 • Vycor Medical Inc • Surgical & medical instruments & apparatus • Florida

This Agreement (this “Agreement”) is dated as of August 5, 2014, between Vycor Medical, Inc., a Delaware corporation (the “Company”), and Fountainhead Capital Management Limited (“Fountainhead”).

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