6% CONVERTIBLE DEBENTURE
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.
|
No.
1
|
US$500,000
|
VYCOR
MEDICAL, INC.
SENIOR
CONVERTIBLE DEBENTURE
DUE
FEBRUARY 15, 2008
FOR
VALUE
RECEIVED, Vycor
Medical, Inc.
(the
"Company") promises to pay to Regent Private
Capital, LLC,
or any
other registered holder(s) hereof and its or their authorized successors and
permitted assigns (" Holder"), the aggregate principal face amount of US$500,000
on or before February 15, 2009 ("Maturity Date"), together with interest thereon
at six percent (6%) per annum. The Holder shall have the sole option to extend
the Maturity Date for a period of six months. Accrued interest shall be paid
to
the person in whose name this Debenture is registered on the records of the
Company regarding registration and transfers of the Debenture ("Debenture
Register"); provided, however, that the Company's obligation to a transferee
of
this Debenture arises only if such transfer, sale or other disposition is made
in accordance with the terms hereof and duly entered in the Debenture Register.
The principal amount of this Debenture is payable at the address last appearing
on the Debenture Register of the Company as designated in writing by the Holder
hereof from time to time. The Holder's address initially provided to the Company
is as set forth in Section 16(b) below. The Company may, at its option, elect
to
pay accrued interest under this Debenture, by issuing to the Holder shares
of
common stock in the Company with a value equal to such accrued interest. In
such
event, the value of the common stock issued in lieu of payment of accrued
interest will be mutually agreed upon by the Company and the Holder prior to
the
Company having the right to make payment in such fashion. The Company will
pay
the outstanding principal and accrued interest due upon this Debenture before
or
on the Maturity Date, less any amounts required by law to be deducted or
withheld, to the Holder of this Debenture by check if paid more than 10 days
prior to the Maturity Date or by wire transfer and addressed to such Holder
at
the last address appearing on the Debenture Register. The forwarding of such
check or wire transfer shall constitute a payment of outstanding principal
hereunder and shall satisfy and discharge the liability for principal on this
Debenture to the extent of the sum represented by such check or wire
transfer.
1
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").
This
Debenture is subject to the following additional provisions:
1.
Issuance.
The
Debenture may be exchanged for an equal aggregate principal amount of Debentures
of different authorized denominations, as requested by the Holders surrendering
the same, but not less than U.S. $50,000 each. No service charge will be made
for such registration or transfer or exchange, except that Holder shall pay
any
tax or other governmental charges payable in connection therewith. The Company
shall he entitled to withhold from all payments any amounts required to be
withheld under the applicable laws.
2.
Loss, Theft,
Destruction of Debenture.
Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Debenture and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security reasonably satisfactory
to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Debenture, the Company shall make, issue and deliver,
in
lieu of such lost, stolen, destroyed or mutilated Debenture, a new Debenture
of
like tenor and unpaid principal amount dated as of the date hereof (which shall
accrue interest from the most recent interest payment date on which an interest
payment was made in full).
3.
Transfer.
This
Debenture may be transferred or exchanged only in compliance with the Securities
Act of 1933, as amended (the "Act") and applicable state securities laws. Prior
to due presentment for transfer of this Debenture, the Company and any agent
of
the Company may treat the person in whose name this Debenture is duly registered
on the Company's Debenture Register as the Holder hereof for all other purposes,
whether or not this Debenture be overdue, and neither the Company nor any such
agent shall be affected or bound by notice to the contrary. Any Holder of this
Debenture, electing to exercise the right of conversion set forth in Section
4
(a) hereof, in addition to the requirements set forth in Section 4 (a), and
any
prospective transferee of this Debenture, are also required to give the Company
written confirmation that the Debenture is being converted ("Notice of
Conversion") in the form annexed hereto as Exhibit I. The date of receipt
(including receipt by telecopy) of such Notice of Conversion shall be the
Conversion Date.
2
4.
Conversion
The
Holder is entitled, at its option, to convert all or any amount of the principal
face amount of this Debenture then outstanding into shares of common stock
of
the Company at a Conversion Price of $.01230 per share, subject to adjustment
as
provided herein. If the number of resultant Conversion Shares would as a matter
of law or pursuant to regulatory authority require the Company to seek member
approval of such issuance, the Company has, prior to the issuance hereof, taken
the necessary steps to obtain such approval. Such conversion shall be
effectuated, by the Company delivering the Conversion Shares to the Holder
within 30 days of receipt by the Company of the Notice of Conversion. Once
the
Holder has received such Conversion Shares, the Holder shall surrender the
Debenture (or portion thereof) to be converted to the Company, executed by
the
Holder of this Debenture evidencing such ▇▇▇▇▇▇'s intention to convert this
Debenture or a specified portion hereof, and accompanied by proper assignment
hereof in blank. If the Company shall fail to deliver the Conversion Shares
to
the Holder within such 30 day period, the Conversion Price shall be
automatically reduced by twenty-five percent (25%), and shall be reduced an
additional ten percent (10%) for each additional 30 day period (or portion
thereof) thereafter. In the event of a partial conversion of the Debenture,
the
Company will immediately issue a replacement Debenture covering the unconverted
portion.
To
the
fullest extent permitted by law, the Holder shall be entitled to exercise its
conversion privilege notwithstanding the commencement of any case under the
Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy
Code,
the Company hereby waives to the fullest extent permitted any rights to relief
it may have under 1 1 U.S.C. § 362 in respect of the Holder's conversion
privilege. The Company hereby waives to the fullest extent permitted any rights
to relief it may have under 11 U.S.C. § 362 in respect of the conversion of this
Debenture. The Company agrees, without cost or expense to the Holder, to take
or
consent to any and all action necessary to effectuate relief under 1 1 U.S.C.
§
362.
No
fractional shares or scrip representing fractional shares shall be delivered
upon conversion of this Debenture. Instead of any fractional Conversion Shares
which otherwise would be delivered upon conversion of this Debenture, the
Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction multiplied by the Conversion Price on the date of
Conversion. No cash payment of less than $1.00 shall be required to be given
unless specifically requested by the Holder.
5.
Priority;
Security.
The
obligation evidenced by this Debenture shall be senior to all other obligations
of the Company other than obligations specifically approved by the Holder;
provided that the obligation evidenced by this Debenture shall be of equal
priority for all purposes with that certain Bridge Loan Debenture dated June
21,
2007, in the original principal amount of $172,500 held by Fountainhead Capital
Partners Limited (the "FCP Debenture"). The obligation evidenced by this
Debenture is secured by a first priority security interest (and equal in
priority to the first priority' security interest securing the FCP Debenture),
in all of the assets of the Company other than liens specifically approved
by
the Holder. As a condition to funding this Debenture, the Holder has the right
to require the holder of the FCP Debenture to execute an intracreditor or
similar written agreement pursuant to which such holder acknowledges that the
security interests of such holder and the Holder hereunder shall be equal,
and
in the event of a default under either the FCP Debenture or this Debenture,
such
debenture holders, as secured parties, will share, pari passu, with respect
to
the proceeds from any foreclosure of collateral securing such
indebtedness.
6.
Anti-dilution
Adjustments .
The
number of shares issuable upon conversion of this Debenture and the Conversion
Price shall be subject to adjustment as follows:
3
(a)
In case the Company shall (i) pay a dividend or make a distribution on
its common stock in additional shares or other securities, (ii) subdivide its
outstanding common stock into a greater number of shares, (iii) combine its
outstanding shares into a smaller number of shares or (iv) issue, by
reclassification of its shares, any other securities of the Company (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing entity), the number of share issuable upon
conversion of this Debenture immediately prior thereto shall be adjusted so
that
the Holder shall be entitled to receive the kind and number of Conversion
Shares, and other securities of the Company which such Holder would have owned
or would have been entitled to receive immediately after the happening of any
of
the events described above, had the Debenture been converted immediately prior
to the happening of such event or any record date with respect thereto. Any
adjustment made pursuant to this subsection 6(a) shall become effective
immediately after the effective date of such event.
(b)
In case the Company shall issue rights, options, warrants or convertible
securities to holders of its shares, for no
consideration,
containing the right to subscribe for or purchase shares of common stock, the
number of Conversion Shares thereafter issuable upon the conversion of this
Debenture shall be determined by multiplying the number of Conversion Shares
theretofore issuable upon conversion of this Debenture by a fraction, of which
the numerator shall be the number of shares outstanding immediately prior to
the
issuance of such rights, options, warrants or convertible securities plus the
number of additional shares offered for subscription or purchase, and of which
the denominator shall be the number of shares outstanding immediately prior
to
the issuance of such rights, options, warrants or convertible securities. Such
adjustment shall be made whenever such rights, options, warrants or convertible
securities are issued, and shall become effective immediately upon issuance
of
such rights, options, warrants or convertible securities. In the event of such
adjustment, corresponding adjustments shall be made to the Conversion
Price.
(c)
In case the Company shall distribute to holders of its common shares
evidences of its indebtedness or assets (excluding cash dividends or
distributions out of current earnings made in the ordinary course of business
consistent with past practices), then in each case the number of Conversion
Shares thereafter issuable upon the conversion of this Debenture shall be
determined by multiplying the number of Conversion Shares theretofore issuable
upon conversion of this Debenture by a fraction, of which the numerator shall
be
the then Market Price (as defined below) on the date of such distribution,
and
of which the denominator shall be such Market Price on such date minus the
then
fair value (determined as provided in subsection 6(f) below) of the portion
of
the assets or evidences of indebtedness so distributed applicable to one share.
Such adjustment shall be made whenever any such distribution is made and shall
become effective on the date of distribution. In the event of any such
adjustment, the number of Conversion Shares shall also be adjusted and shall
be
that number determined by multiplying the number of shares issuable upon
exercise before the adjustment by a fraction, the numerator of which shall
be
the Conversion Price in effect immediately before the adjustment and the
denominator of which shall be the Conversion Price as so
adjusted.
4
(d)
If the Company shall at any time while this Debenture is outstanding
issue shares (including additional shares deemed to be issued upon conversion
of
any convertible security, but excluding shares issued as a dividend or
distribution or upon a stock split or combination which is otherwise provided
for in Section 6(a) above, or upon the issuance of options or warrants for
no
consideration
which is
otherwise provided for in Section 6(b) above) either without consideration,
or
for a consideration per share less than the Conversion Price in effect on the
date of and immediately prior to such issue, then and in such event, the
Conversion Price shall be reduced by a full ratchet anti-dilution adjustment
to
such lesser price (calculated to the nearest cent).
For
purposes of this Section 6(d), the consideration received by the Company for
the
issue of any additional shares shall be computed as follows:
(A)
Cash and Property. Such consideration shall:
(1)
insofar as it consists of cash, be computed at the aggregate of cash
received by the Company, excluding amounts paid or payable for accrued interest
or accrued dividends;
(2)
insofar as it consists of property other than cash, be computed at the
fair market value thereof at the time of such issue, as determined in good
faith
by the Company's managers or governing board; and
(3)
in the event additional shares are issued together with other securities
or other assets of the Company for consideration which covers both, be the
proportion of such consideration so received, computed as provided in clauses
(1) and (2) above, as determined in good faith by the Company's board of
directors.
(B)
Options, Rights and Convertible Securities. The consideration per unit
received by the Company for additional shares deemed to have been issued
pursuant to options, warrants, rights or other convertible securities (other
than when issued for no consideration as provided for in Section 6(a) above),
shall be determined by dividing
(1)
the total amount, if any, received or receivable by the Company as
consideration for the issue of such options, rights, warrants or other
convertible securities, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such
consideration) payable to the Company upon the exercise of such options, rights,
warrants or the conversion or exchange of such convertible securities,
by
(2)
the maximum number of shares (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such options, rights,
warrants or the conversion or exchange of such convertible
securities.
5
(e)
Whenever the number of Conversion Shares issuable upon the conversion of
this Debenture is adjusted as provided in this Section 6, the Conversion Price
shall be adjusted by multiplying such Conversion Price immediately prior to
such
adjustment by a fraction, the numerator of which shall be the number of
Conversion Shares issuable upon the conversion of this Debenture immediately
prior to such adjustment, and the denominator of which shall be the number
of
Conversion Shares issuable immediately thereafter.
(f)
For the purpose of this Section 6, the term " shares"
shall
mean (i) the common stock of the Company at the time of conversion, on a fully
diluted basis. In the event that at any time, as a result of an adjustment
made
pursuant to this Section 6, a Debenture holder shall be entitled to convert
such
Debenture into any securities of the Company other than common stock, (i) if
the
Debenture holder's right to convert is on any other basis than that available
to
all holders of the Company's common stock, the Company shall obtain an opinion
of a reputable investment banking firm valuing such other securities and (ii)
thereafter the number of such other securities so purchasable upon conversion
of
a Debenture and the Conversion Price of such securities shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent
as
practicable to the provisions with respect to the shares contained in this
Section 6.
(g)
Upon the expiration of any rights, options, warrants or conversion
privileges, if such shall not have been exercised, the number of Conversion
Shares issuable upon conversion of the Debenture and the Conversion Price,
to
the extent the Debenture has not then been converted, shall, upon such
expiration, be readjusted and shall thereafter be such number and such price
as
they would have been had they been originally adjusted (or had the original
adjustment not been required, as the case may be) on the basis of (A) the fact
that the only shares issued in respect of such rights, options, warrants or
conversion privileges were the shares, if any, actually issued or sold upon
the
exercise of such rights, options, warrants or conversion privileges, and (B)
the
fact that such shares, if any, were issued or sold for the consideration
actually received by the Company upon such exercise plus the consideration,
if
any, actually received by the Company for the issuance, sale or grant of all
such rights, options, warrants or conversion privileges whether or not
exercised; provided, however, that no such readjustment shall have the effect
of
decreasing the numbers of Conversion Shares issuable upon conversion of the
Debenture or increasing the Conversion Price by an amount in excess of the
amount of the adjustment made in respect of the issuance, sale or grant of
such
rights, options, warrants or conversion privileges.
(h)
Upon any adjustment of the Conversion Price and the number of Conversion
Shares issuable upon conversion of the Debenture, then and in each such case,
the Company shall give written notice thereof, by first-class mail, postage
prepaid, addressed to the Holder as shown on the books of the Company, which
notice shall state the Conversion Price resulting from such adjustment and
the
increase or decrease, if any, in the number of shares issuable at such price
upon the conversion of the Debenture, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
6
7.
Merger,
Reorganization or Consolidation .
In any
case in which a transaction would result in a complete liquidation of the
Company or a merger, reorganization, or consolidation of the Company with any
other unrelated corporation or other entity in which the Company is not the
surviving corporation or the Company becomes a wholly-owned subsidiary of
another unrelated corporation or other entity (all such transactions being
referred to herein as a "Reorganization"), the surviving corporation or other
entity shall be required to assume the Debenture or to issue a substitute
Debenture in place thereof which substitute Debenture shall provide for terms
at
least as favorable to the Holder as contained in this Debenture and shall
provide the Holder the right to acquire the kind and amount of common stock
and
other securities and property which the Holder would have owned or been entitled
to receive had the Debenture been converted immediately prior to such
Reorganization.
8.
No
Impairment.
No
provision of this Debenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of this Debenture
at
the time, place, and rate, and in the form, herein prescribed.
9.
Waiver
of Demand/Presentment.
The
Company hereby expressly waives demand and presentment for payment, notice
of
non-payment, protest, notice of protest, notice of dishonor, notice of
acceleration or intent to accelerate, and diligence in taking any action to
collect amounts called for hereunder and shall be directly and primarily liable
for the payment of all sums owing and to be owing hereto.
10.
Cost
and Fees.
The
Company agrees to pay all costs and expenses, including reasonable attorneys'
fees, which may be incurred by the Holder in collecting any amount due under
this Debenture.
11.
Events
of Default.
If one
or more of the following described "Events of Default" shall occur and continue
for 30 days, unless a different time frame is noted below:
(a)
The Company shall default in the payment of principal or interest on this
Debenture, and such failure shall continue for a period of five (5) days;
or
(b)
The Company shall fail to perform or observe, in any material respect,
any other covenant, term, provision, condition, agreement or obligation of
the
Company under this Debenture and such failure shall continue uncured for a
period of thirty (30) days after notice from the Holder of such failure;
or
(c)
The Company shall (1) become insolvent; (2) admit in writing its
inability to pay its debts generally as they mature; (3) make an assignment
for
the benefit of creditors or commence proceedings for its dissolution; (4) apply
for or consent to the appointment of a trustee, liquidator or receiver for
its
or for a substantial part of its property or business; (5) file a petition
for
bankruptcy relief, consent to the filing of such petition or have filed against
it an involuntary petition for bankruptcy relief, all under federal or state
laws as applicable; or
7
(d)
A trustee, liquidator or receiver shall be appointed for the Company or
for a substantial part of its property or business without its consent and
shall
not be discharged within thirty (30) days after such appointment;
or
(e)
Any governmental agency or any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the
whole
or any substantial portion of the properties or assets of the Company;
or
(f)
Any money judgment, writ or warrant of attachment, or similar process, in
excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be
entered or filed against the Company or any of its properties or other assets
and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
(15) days or in any event later than five (5) days prior to the date of any
proposed sale thereunder; or
(g)
Bankruptcy, reorganization, insolvency or liquidation proceedings, or
other proceedings for relief under any bankruptcy law or any law for the relief
of debtors shall be instituted voluntarily by or involuntarily against the
Company; or
(h)
The Company shall not deliver to the Holder the shares pursuant to
paragraph 4 herein within 30 days of receipt of Notice of Conversion;
or
(i)
any of the representations or warranties made by the Company herein, in
the Purchase Agreement or the Security Agreement or in any certificate or
financial or other written statements heretofore or hereafter furnished by
or on
behalf of the Company in connection with the execution and delivery of this
Debenture, the Purchase Agreement or the Security Agreement shall be false
or
misleading in a material respect on the Closing Date; or
(j)
the Company shall fail in any one of the following respects: (A) to file,
within sixty (60) days from the date hereof, a registration statement on Form
S-l or SB-2,(or other applicable form ("Registration Statement"), with the
Securities and Exchange Commission ("SEC"), which Registration Statement shall
register for sale all Conversion Shares which may be issuable upon conversion
of
this Debenture; (B) to use its commercially reasonable efforts to have such
Registration Statement declared effective by the SEC within one hundred eighty
(180) days from the date hereof (and for purposes hereof, the Company will
be
deemed to be using its ''commercially reasonable efforts" without any undue
hardship or unreasonable expenses, provided it fully and appropriately responds
to all comments from the SEC within ten (10) business days of receipt thereof,
and diligently continues to seek effectiveness of such registration statement);
or (C) to take such action to have the Registration Statement declared effective
by the SEC within three (3) business days following written confirmation from
the SEC that it either will not review the Registration Statement or that it
has
no further comment on the Registration Statement; or
(k)
If the Company is then a "reporting company" it shall fail to make the
required filings or statements with the Securities Exchange Commission by the
appropriate deadlines.
8
Then,
or
at any time thereafter, unless cured, and in each and every such case, unless
such Event of Default shall have been waived in writing by the Holder (which
waiver shall not be deemed to be a waiver of any subsequent default) at the
option of the Holder and in the Holder's sole discretion, the Holder may
consider this Debenture immediately due and payable, without presentment,
demand, protest or (further) notice of any kind (other than notice of
acceleration), all of which are hereby expressly waived, anything herein or
in
any note or other instruments contained to the contrary notwithstanding, and
the
Holder may immediately, and without expiration of any period of grace, enforce
any and all of the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law. Upon an Event of Default, interest shall
accrue on all amounts outstanding under this Debenture at the rate of 12% per
annum, until such Event of Default is cured or the principal, and all accrued
interest under this Debenture is paid in full.
12.
Priority .
This
Debenture represents a prioritized obligation of the Company. However, no
recourse shall be had for the payment of the principal of this Debenture, or
for
any claim based hereon, or otherwise in respect hereof, against any
incorporator, unitholder, officer or director, as such, past, present or future,
of the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or
penalty or otherwise, all such liability being by the acceptance hereof and
as
part of the consideration for the issue hereof, expressly waived and
released.
13.
Severability.
In case
any provision of this Debenture is held by a court of competent jurisdiction
to
be excessive in scope or otherwise invalid or unenforceable, such provision
shall be adjusted rather than voided, if possible, so that it is enforceable
to
the maximum extent possible, and the validity and enforceability of the
remaining provisions of this Debenture will not in any way be affected or
impaired thereby.
14.
Entire
Agreement .
This
Debenture, the Purchase Agreement, the Security Agreement and the agreements
referred to in this Debenture constitute the full and entire understanding
and
agreement between the Company and the Holder with respect to the subject hereof.
Neither this Debenture nor any term hereof may be amended, waived, discharged
or
terminated other than by a written instrument signed by the Company and the
Holder.
15.
Governing Law.
This
Debenture shall be governed by and construed in accordance with the laws of
New
York applicable to contracts made and wholly to be performed within the State
of
New York and shall be binding upon the successors and assigns of each party
hereto. The Holder and the Company hereby mutually waive trial by jury and
consent to exclusive jurisdiction and venue in the courts of the State of New
York. At Holder's election, any dispute between the parties may be arbitrated
rather than litigated in the courts, before the American Arbitration Association
in New York City and pursuant to its rules. Upon demand made by the Holder
to
the Company, the Company agrees to submit to and participate in such
arbitration. This Agreement may be executed in counterparts, and the facsimile
transmission of an executed counterpart to this Agreement shall be effective
as
an original.
9
16.
Miscellaneous .
(a)
Notice
of Certain Events
. In the
case of the occurrence of a Reorganization described in Section 7 of this
Debenture, the Company shall cause to be mailed to the Holder of this Debenture
at its last address as it appears in the Company's security registry, at least
twenty (20) days prior to the applicable record, effective or expiration date
hereinafter specified (or, if such twenty (20) days' notice is not possible,
at
the earliest possible date prior to any such record, effective or expiration
date), a notice thereof, including, if applicable, a statement of the date
on
which such Reorganization is expected to become effective, and the date as
of
which it is expected that holders of record of the shares will be entitled
to
exchange their shares for securities, cash or other property deliverable upon
such Reorganization.
(b)
Transmittal
of Notices
. Except
as may be otherwise provided herein, any notice or other communication or
delivery required or permitted hereunder shall be in writing and shall be
delivered personally, or sent by telecopier machine or by a nationally
recognized overnight courier service, and shall be deemed given when so
delivered personally, or by telecopier machine or overnight courier service
as
follows:
| (1) |
If
to the Holder, to:
|
Regent
Private Capital, LLC
▇▇▇
▇▇▇▇
▇▇ ▇▇
▇▇▇▇▇▇,
9 th
Floor
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
With
a
copy to:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇
▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Tulsa,
Oklahoma 74119
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
| (2) |
If
to the Holder, to:
|
Vycor
Medical, Inc.
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Bohemia,
New York 11716
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
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10
With
a
copy to:
Benjamia
A. Tail Esq.
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ Floor
New
York,
NY 10006
Phone
▇▇▇-▇▇▇-▇▇▇▇
Fax
▇▇▇-▇▇▇-▇▇▇▇
Each
of
the Holder or the Company may change the foregoing address by notice given
pursuant to this Section 16 (b).
(c)
Attorneys'
Fees.
Should
any party hereto employ an attorney for the purpose of enforcing or construing
this Debenture, or any judgment based on this Debenture, in any legal proceeding
whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief
or
other litigation, the prevailing party shall be entitled to receive from the
other party or parties thereto reimbursement for all reasonable attorneys'
fees
and all reasonable costs, including but not limited to service of process,
filing fees, court and court reporter costs, investigative costs, expert witness
fees, and the cost of any bonds, whether taxable or not, and that such
reimbursement shall be included in any judgment or final order issued in that
proceeding. The "prevailing party" means the party determined by the court
to
most nearly prevail and not necessarily the one in whose favor a judgment is
rendered.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
by
an officer thereunto duly authorized.
Dated:
February 14, 2008
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VYCOR
MEDICAL, INC.
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/s/
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By:
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/s/
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▇▇▇▇▇▇▇
▇.▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇
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President
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Title:
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CEO
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11
EXHIBIT
I
NOTICE
OF CONVERSION
(To
be
executed by the Registered Holder in order to Convert the
Debenture)
The
undersigned hereby irrevocably elects to convert $_________of the above
Debenture No._________ into shares of common stock of Vycor Medical, Inc.
according to the conditions set forth in such Debenture, as of the date written
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer and other taxes and charges
payable with respect thereto.
Date
of
Conversion
________________________
Applicable
Conversion Price
________________________
Signature
______________________________________
[Print Name of ▇▇▇▇▇▇ and Title of Signer]
Address:
______________________________________
______________________________________
SSN
or
EIN:
Shares
are to be registered in the following name:
Name:
Address:
Tel:
Fax:
SSN
or
EIN:
Shares
are to be sent or delivered to the following account:
Account
Name:
Address:
12