of the Company (or substantially all of its assets) at a value above
$3 million. The Company and Mr. Coviello are in discussions with
regard to the timing of payment, but the company accrued for this in
full during 2011.
Contingent Vendor Settlement Provision
During the fourth quarter of 2011 the Company became aware of a
matter with a distributor of NovaVision products in Germany relating
to the distribution of products prior to the Company's acquisition of
NovaVision. The Company is in discussions with the vendor regarding
the terms of a future commercial and settlement agreement, and
provided an accrual during the year ended December 31, 2011 in the
amount of €37,000, net ($48,810) representing the maximum settlement
amount.
14. CONSULTING AND OTHER AGREEMENTS
The Company has entered into no new consulting or other agreements
during the three months ended March 31, 2012. The following
agreements remained in force during the period
Consulting Agreement with Jerrald Ginder
In March 2011, as amended June 2011, the Company entered into a
one-year consultancy agreement with Mr. Jerrald Ginder, a sales
executive of Stryker Corporation, effective April 1, 2011. Mr. Ginder
has extensive experience in sales and marketing and the development
of medical device products, and has contacts which will be of use to
the Company. Under the terms of the agreement, which the Company has
the right to terminate with 30 days notice, Mr. Ginder received
20,666,667 restricted shares of common stock of the Company. The
stock has been valued by the Company at $420,000 and is being
amortized over the life of the agreement as share-based compensation
expense.
Consulting Agreement with Fountainhead Capital Management Limited
("Fountainhead")
In February 2010 the Company entered into a Consulting Agreement with
Fountainhead, which was the subject of a Supplement Agreement in May,
2011 to recognize Fountainhead's expanded responsibilities as a
result of the acquisition by the Company of the assets of NovaVision,
Inc. Under the terms of the Agreement and Supplement, the Company
will pay to Fountainhead a monthly retainer of $37,500 ($8,500 under
the Original Agreement and $29,000 under the Supplement). This
monthly retainer shall be accrued and paid out to Fountainhead at the
option of Fountainhead as follows: (i) in Vycor stock at any time at
$0.125per share for the Original Agreement and $0.0225 per share for
the Supplement; or (ii) in cash following the closing of a
fundraising of no less than $2.5 million or on the sale of the
Company or a substantial part of the assets thereof at any time after
June 30, 2011. Notwithstanding, Fountainhead has the option to
receive up to $5,000 of monthly retainer in cash each month,
commencing April 1, 2011. The term of the Consulting Agreement is to
May 5, 2013.
Consulting Agreement with GreenBridge Capital Partners, IV, LLC
On June 3, 2011,the Company entered into a Consulting Agreement
("Consulting Agreement") with GreenBridge Capital Partners, IV, LLC,
a Delaware limited liability company ("GreenBridge"), to provide
consulting and advisory services to the Company. Under the terms of
this agreement GreenBridge is to receive up to 15,500,000 shares of
the Company's Common Stock. Said shares are subject to a Company
repurchase option, which may be exercised within specified time
periods at the Company's sole discretion.
On August 18, 2011, the Company agreed to amend the Consulting
Agreement to modify the dates for exercise of the Company's
repurchase option related to the shares delivered to Greenbridge
pursuant to the terms of the Agreement. Specifically, the parties
agreed that, of the 15,500,000 shares delivered to GreenBridge, the
Company would have the option to repurchase 5,166,666 of the shares
prior to November 30, 2011 and an additional 5,166,667 shares prior
to February 28, 2012. The remaining 5,000,000 shares are not subject
to a repurchase option. The shares which are the subject of the
repurchase option are to be held in escrow by a third party. In all
other respects, the original Consulting Agreement remains in full
force and effect as written. The Consulting Agreement was
subsequently amended on several occasions and as of the date hereof
the option to repurchase 5,166,666 of the shares is exercisable by
the Company prior to June 15, 2012 and an additional 5,166,667 shares
prior to June 30, 2012.
On May 11, 2012 the Company gave notice to Greenbridge and the Escrow holder that it was
exercising its option to repurchase 10,333,333 at $0.0001 per share. The Company further believes that Greenbridge has not adequately performed its services
under the Consulting Agreement, and is therefore considering its position with regard to recovery of the 5,166,666 shares no longer the subject of the
repurchase option.
Agreement with Partizipant, LLC
On July 31, 2011, the Company entered into an Agreement (the
"Agreement") with Partizipant, LLC, a Delaware limited liability
company ("Partizipant"), to provide a broad range of investor
relations and public relations services as more particularly
described in the Agreement, a copy of which is attached as Exhibit
10.1 to the Company's Current report on Form 8-K filed on August 4,
2011. Pursuant to the Agreement, the Company agreed to pay
Partizipant a one-time payment of $300,000. The Company believes that Partizipant has not adequately performed its services under the
Agreement and is therefore considering its position with regard to the recovery of certain of these funds.