SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2014 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 2, 2014, between Vycor Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2014 • Vycor Medical Inc • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 2, 2014, between Vycor Medical, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES A COMMON STOCK PURCHASE WARRANTVycor Medical Inc • January 7th, 2014 • Surgical & medical instruments & apparatus
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vycor Medical, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2011 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June [__], 2011, by and among Vycor Medical, Inc., a Delaware corporation (the “Company”) and the purchasers listed on Schedule I hereto (the “Purchasers”).
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.
ContractVycor Medical Inc • January 6th, 2010 • 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.
CONVERTIBLE DEBENTURE PURCHASE AGREEMENTConvertible Debenture Purchase Agreement • June 3rd, 2008 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
THIS CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (the "Agreement" ) is made as of February 14 , 2008, by and between Vycor Medical, Inc., a Delaware corporation (the " Company ") and Regent Private Capital, LLC, an Oklahoma limited liability company ( "Regent ").
WARRANT TO PURCHASE MEMBERSHIP UNITS OF VYCOR MEDICAL, LLC (BRIDGE LOAN)Vycor Medical Inc • June 3rd, 2008 • Surgical & medical instruments & apparatus • New York
THIS CERTIFIES THAT, for good and valuable consideration, the above referenced holder (" Holder "), or its registered assigns, is entitled to subscribe for and purchase from VYCOR MEDICAL, LLC (the " Company "), at any time commencing on the date of this Warrant (the " Warrant ") and ending at the close of business five (5) years from the date of issuance, 50.22 fully-paid and non-assessable membership units of Vycor Medical, LLC at exercise price of US$7,965.00 per unit (the " Warrant Exercise Price "), subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.
EMPLOYMENT AGREEMENTAgreement • October 5th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
AGREEMENT (the "Agreement") dated as of September 30, 2010, between VYCOR MEDICAL, INC., a Delaware corporation ("Company"), and DAVID CANTOR, an individual ("Executive").
ContractVycor Medical Inc • January 6th, 2010 • 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.
6% CONVERTIBLE DEBENTUREVycor Medical Inc • June 3rd, 2008 • Surgical & medical instruments & apparatus • New York
This Debenture is one of a series of two Convertible Debentures, each in the original principal amount of $500,000, to be issued pursuant to the Convertible Debenture Purchase Agreement dated February 15, 2008 ("Purchase Agreement"), and secured pursuant to the terms of a Security Agreement of even date with the Purchase Agreement ("Security Agreement").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 12th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • Florida
This ASSET PURCHASE AGREEMENT (“Agreement”) dated as of the 5th day of November, 2010, is by and between Michael R. Bakst, Chapter 7 Trustee (“Seller”) of NovaVision, Inc. (“Debtor”), pursuant to Debtor’s bankruptcy case under Chapter 7 of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code”), and Vycor Medical, Inc., a Delaware corporation, or its assignee (“Buyer”).
UNIVERSITY OF ABERDEEN STAFF SECONDMENT AGREEMENTUniversity of Aberdeen • January 10th, 2012 • Vycor Medical Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT is made (together with the Schedule in two parts) (hereinafter collectively referred to as the "Agreement") between THE UNIVERSITY COURT OF THE UNIVERSITY OF ABERDEEN, a charity registered in Scotland, No SC013683, whose registered address is at University Office, King’s College, Regent Walk, Aberdeen AB24 3FX (hereinafter referred to as "the University") and NOVAVISION, INC., a US corporation incorporated in the state of Delaware with company number 4897076 whose registered office is at 3651 FAU Boulevard, Suite 300, Boca, FL 33431 (“Novavision”), and who may, from time to time, be hereinafter referred to individually as the "Party" or collectively as the "Parties".
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 7th, 2014 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
Vycor Medical, Inc. (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (i) up to $3,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and such shares of Common Stock being offered, the “Shares”) and (ii) common stock purchase warrants (the “Warrants”) to purchase Common Stock (the “Warrant Shares”). The Shares, the Warrants, and the Warrant Shares are collectively referred to herein as the “Securities”. This agreement (the “Agreement”) shall confirm our agreement concerning _________ acting as the exclusive selling or placement agent (the “Placement Agent” or “____”) in connection with the sale of the Securities. The Offering may be increased by $2,000,000 at the mutual consent of the Company and ____.
WARRANT TO PURCHASE MEMBERSHIP UNITS OF VYCOR MEDICAL, LLCVycor Medical Inc • March 18th, 2008 • New York
THIS CERTIFIES THAT, for good and valuable consideration, the above referenced holder ("Holder"), or its registered assigns, is entitled to subscribe for and purchase from VYCOR MEDICAL, LLC (the ''Company"), at any time commencing on the date of this Warrant (the "Warrant") and ending at the close of one (1) year from the date of issuance, 12 units fully paid and nonassessable membership units of the Company at exercise price of $4,000 per unit (the "Warrant Exercise Price"), subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.
AGREEMENTVycor Medical Inc • August 4th, 2011 • Surgical & medical instruments & apparatus
THIS AGREEMENT dated July 31, 2011 (Effective Date"), by and between Vycor Medical, Inc., a Delaware corporation, (the "Company") with an address located at 3651 FAU Blvd., Suite 300, Boca Raton, FL 33434, and Partizipant, LLC, a Delaware limited liability company, (the "Consultant"), with an address located at P.O. Box 540304, Houston, TX 77254. Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively as the "Parties."
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.
CONSULTING AGREEMENTConsulting Agreement • February 17th, 2010 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
This Consulting Agreement (this “Agreement”) is made as of February 10, 2010 by and between Vycor Medical, Inc., a Delaware corporation (the “Company”) and Fountainhead Capital Management Limited, an entity registered in Jersey (“FCM”) (each a “Party” and collectively referred to hereafter as the “Parties”).
Fountainhead Capital Management LimitedVycor Medical Inc • January 6th, 2010 • 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
CONSULTING AGREEMENTConsulting Agreement • June 9th, 2011 • Vycor Medical Inc • Surgical & medical instruments & apparatus
THIS CONSULTING AGREEMENT dated June 3, 2011 (“Effective Date”), by and between Vycor Medical, Inc., a Delaware corporation, (the "Company") with an address located at 3651 FAU Blvd., Suite 300, Boca Raton, FL 33434, and GreenBridge Capital Partners, IV, LLC, a Delaware limited liability company, (the “Consultant”), with an address located at 20130 Via Celline, Porter Ranch, CA 91326. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENT FOR SERVICES BETWEEN Vycor Medical, Inc. and Burnham Hill Advisors, LLCConsulting Agreement • June 9th, 2011 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
This Consulting Agreement (the “Agreement”) dated as of the 7th day of June, 2011 (the “Effective Date”) is made and entered into by and between Vycor Medical Inc. (the “Company”), having a place of business at 3651 FAU Boulevard, Suite 300, Boca Raton, FL 33431 and Burnham Hill Advisors LLC, having a place of business at 501 Madison Ave, Suite 501, New York, NY 10022 (“BHA”).
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • May 19th, 2014 • Vycor Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of May 14, 2014, is made and entered into by and among Vycor Medical, Inc., a Delaware corporation (the “Company”) and the holders of certain Placement Agent Warrants (the “Warrants”) issued in connection with the Company’s private offering of securities during the period January 2, 2014-April 25, 2014 (the “Warrantholders”). Any defined term used herein but not otherwise defined shall have the meaning ascribed to such term in the Warrants.
SHAREHOLDER’S AGREEMENTShareholder’s 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”).
September 29, 2010 Vycor Medical, Inc. 80 Orville Drive, Suite 100 Bohemia, New York 11716Vycor Medical Inc • October 5th, 2010 • Surgical & medical instruments & apparatus
The purpose of this letter agreement is to set forth the terms of an extension of the funding commitment ("Funding Commitment") by Fountainhead Capital Management Limited ("FHCM") initially issued as a part of a Letter Agreement between FHCM, Regent Private Capital and Vycor Medical, Inc. ("Vycor") dated as of December 29, 2009 (the "FHCM Letter Agreement"). The terms of the Funding Commitment as detailed in the FHCM Letter Agreement are incorporated by reference herein. By its terms, the Funding Commitment expired on August 30, 2010. The parties now intend to extend the Funding Commitment for an additional 12 months to August 31, 2011.
NON-COMPETE, NONDISCLOSURE, AND OWNERSHIP OF INTELLECTUAL PROPERTY AGREEMENT betweenAnd Ownership of Intellectual Property Agreement • January 10th, 2012 • Vycor Medical Inc • Surgical & medical instruments & apparatus
VYCOR MEDICAL, INC., a US corporation incorporated in the State of Delaware with company number 4407435 whose registered office is at 3651 FAU Boulevard, Suite 300, Boca, FL 33431 (“Vycor”);
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”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 10th, 2012 • Vycor Medical Inc • Surgical & medical instruments & apparatus • Delaware
Prof. Sahraie and the University are collectively and separately referred to as the “Seller” and “Sellers” shall be construed accordingly as the context requires.
BURNHAM HILL PARTNERS LLCVycor Medical Inc • June 9th, 2011 • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENTAgreement • July 9th, 2012 • Vycor Medical Inc • Surgical & medical instruments & apparatus • Florida
AGREEMENT (the “Agreement”) dated as of July 2, 2012, between VYCOR MEDICAL, INC., a Delaware corporation (“Company”), and RICHARD P. DENNESS, an individual (“Executive”).
WARRANT TO PURCHASE MEMBERSHIP UNITS OF VYCOR MEDICAL, LLCVycor Medical Inc • June 3rd, 2008 • Surgical & medical instruments & apparatus • New York
THIS CERTIFIES THAT, for good and valuable consideration, the above referenced holder (" Holder "), or its registered assigns, is entitled to subscribe for and purchase from VYCOR MEDICAL, LLC (the '' Company "), at any time commencing on the date of this Warrant (the " Warrant ") and ending at the close of one (1) year from the date of issuance, 12 units fully paid and nonassessable membership units of the Company at exercise price of $4,000 per unit (the " Warrant Exercise Price "), subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.
EMPLOYMENT AGREEMENTAgreement • 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.
Assignment of Rights Under Warrant and Under Option AgreementAssignment of Rights • June 3rd, 2008 • Vycor Medical Inc • Surgical & medical instruments & apparatus
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”)
Form of Series C Convertible Preferred Stock Purchase Agreements between the Company and the InvestorsSeries C Convertible Preferred Stock Purchase Agreement • June 9th, 2011 • Vycor Medical Inc • Surgical & medical instruments & apparatus • New York
This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of June [__], 2011 by and among Vycor Medical, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Patent AgreementPatent Agreement • January 10th, 2012 • Vycor Medical Inc • Surgical & medical instruments & apparatus
The University Court of the University of Aberdeen, a charity formed under the laws of Scotland, registered number SC013683 whose registered address is at the University Office, King’s College, Regent Walk, Aberdeen, AB24 3FX, a registered Scottish charity in terms of Section 13(2) of the Charities and Trustee Investment (Scotland) Act 2005, Charity Number SC013683, Charity Name “University of Aberdeen” (the “Assignor”);
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:Vycor Medical Inc • January 6th, 2010 • 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”).
