0001145443-11-000573 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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CONSULTING AGREEMENT
Consulting 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, LLC
Consulting 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”).

BURNHAM HILL PARTNERS LLC
Vycor Medical Inc • June 9th, 2011 • Surgical & medical instruments & apparatus • New York
Form of Series C Convertible Preferred Stock Purchase Agreements between the Company and the Investors
Series 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”).

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